SOLICITATION, OFFER AND AWARD

2. CONTRACT NO. 3. SOLICITATION NO.

1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 700) 5. DATE ISSUED

RATING

PAGE

OF

PAGES

1

65

W911QY-11-R-0008
7. ISSUED BY
NATICK CONTRACTING DIVISION ATTN: CCRD-NA BUILDING 1, KANSAS STREET NATICK MA 01760-5011

4. TYPE OF SOLICITATION [ ] SEALED BID (IFB) [ X ] NEGOTIATED (RFP) W911QY

6. REQUISITION/PURCHASE NO.

15 Apr 2011
(If other than Item 7) CODE

CODE

8. ADDRESS OFFER TO

TEL: FAX:
NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

See Item 7

TEL: FAX:

SOLICITATION
9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in until 01:00 PM local time 31 May 2011 1 Kansas St Natick, Ma 01760
(Hour) (Date)

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.
10. FOR INFORMATION A. NAME CALL: B. TELEPHONE (Include area code)
(NO COLLECT CALLS)

C. E-MAIL ADDRESS

(X) SEC. X X X X X X X X A B C D E F G H

DESCRIPTION PART I - THE SCHEDULE SOLICITATION/ CONTRACT FORM SUPPLIES OR SERVICES AND PRICES/ COSTS DESCRIPTION/ SPECS./ WORK STATEMENT PACKAGING AND MARKING INSPECTION AND ACCEPTANCE DELIVERIES OR PERFORMANCE CONTRACT ADMINISTRATION DATA SPECIAL CONTRACT REQUIREMENTS

11. TABLE OF CONTENTS PAGE(S) (X) SEC. 1-3 4-8 9 - 11 12 13 14 - 16 17 18 - 20

DESCRIPTION PAGE(S) PART II - CONTRACT CLAUSES I CONTRACT CLAUSES 21 - 34 X PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS J LIST OF ATTACHMENTS 35 - 36 X PART IV - REPRESENTATIONS AND INSTRUCTIONS REPRESENTATIONS, CERTIFICATIONS AND K X 37 - 47 OTHER STATEMENTS OF OFFERORS L INSTRS., CONDS., AND NOTICES TO OFFERORS 48 - 58 X X M EVALUATION FACTORS FOR AWARD 59 - 65

OFFER (Must be fully completed by offeror)
NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period. 12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule. 13. DISCOUNT FOR PROMPT PAYMENT (See Section I, Clause No. 52.232-8) 14. ACKNOWLEDGMENT OF AMENDMENTS (The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated): 15A. NAME CODE AND ADDRESS OF OFFEROR 15B. TELEPHONE NO (Include area code) AMENDMENT NO. DATE AMENDMENT NO. DATE

FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER (Type or print)

15C. CHECK IF REMITTANCE ADDRESS IS DIFFERENT FROM ABOVE - ENTER SUCH ADDRESS IN SCHEDULE.

17. SIGNATURE

18. OFFER DATE

AWARD (To be completed by Government)
19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION: 10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( CODE ) 24. ADMINISTERED BY (If other than Item 7)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN
(4 copies unless otherwise specified) 25. PAYMENT WILL BE MADE BY CODE

ITEM

26. NAME OF CONTRACTING OFFICER (Type or print) TEL:
Previous Edition is Unusable

27. UNITED STATES OF AMERICA (Signature of Contracting Officer)
33-134

28. AWARD DATE

EMAIL:

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.
STANDARD FORM 33 (REV. 9-97) Prescribed by GSA FAR (48 CFR) 53.214(c)

W911QY-11-R-0008 Page 2 of 67 Section A - Solicitation/Contract Form

SECTION A SUPPLEMENTAL A.1. The Army Contracting Command - Aberdeen Proving Ground (Soldier, Chemical, Research and Testing), Natick Contracting Division has a requirement for a new family of US Army camouflage patterns. This is an unrestricted solicitation and will be procured using full and open competition. A.2. The Government anticipates multiple Firm Fixed Price awards with one (1) pattern refinement stage (Stage 2) for the Camouflage Pattern Family, and an option CLIN to purchase government non-exclusive license rights (Stage 3) for each pattern in the Camouflage Pattern Family. The Government reserves the right to award one or more contracts, or none as a result of this solicitation. A.3. In accordance with Section M, Paragraph M.2, the Technical Area is the most important of all the areas; the Technical Area is more important than the Management/Production Readiness Area; the Management/Productin Readiness Area is significantly more important than the Contract/Cost/Price Area; the Contract/Cost/Price Area is more important than the Past Performance Area; the Past Performance Area is more important than the Small Business Participation Plan. Area I - Technical Factor A is more important than B. Area II - Management Factor A is significantly more important than B, and Factors B and C are of equal importance. To receive consideration for award, a rating of no less than “Acceptable” must be achieved for all areas. Offerors are cautioned that the award may not necessarily be made to the lowest price offered. A.4. The North American Industry Classification System (NAICS) code is 541712. A.5. Berry Amendment, DFARS 252.225-7012, applies to the resultant contract. A.6. This solicitation is subject to availability of funds. Proposals shall be valid for at least 120 days. Please annotate the last day the proposal will be valid. Firms will not be reimbursed for any costs associated with their proposal preparation. A.7. DISCLOSURE OF UNIT PRICE INFORMATION – This constitutes notification pursuant to Executive Order 12600, Pre-Disclosure Notification Procedures for Confidential Commercial Information (June 23, 1987) of our intention to release unit prices of the awardees in response to any request under the Freedom of Information Act, 5 USC 552. Unit price is defined as the contract price per unit of item purchased. We consider any objection to be waived unless the contracting officer is notified of your objection to such release prior to submission of initial proposals. A.8. The Exhibit and Attachments listed in Section J may be downloaded from the ASFI website: https://www3.natick.army.mil or https://www.fbo.gov/ Solicitation Number W911QY-11-R-0008. A.9. All submissions in response to this request should be made via electronic means. The following formats will be accepted: Adobe Acrobat (.PDF) Microsoft Word (.doc) Microsoft Excel (.xls). Hard copies of the proposal shall be addressed to the following: US Army Contracting Command Aberdeen Proving Ground (S, C, R & T) Natick Contracting Division ATTN: CCRD-NA-SY, Huy Le Building 1, 3rd Floor Kansas Street, Natick, MA 01760-5011

W911QY-11-R-0008 Page 3 of 67 A.10. All questions shall be directed to Huy Le, at huy.d.le@us.army.mil, not later than ten (10) days prior to the closing date of this solicitation. A.11. Proposals are due not later than the closing date and time on page 1, box 9 of solicitation W911QY-11-R0008.

W911QY-11-R-0008 Page 4 of 67 Section B - Supplies or Services and Prices

ITEM NO 0001

SUPPLIES/SERVICES

QUANTITY

UNIT Lot

UNIT PRICE

AMOUNT

Material, Finishings, and Findings FFP 1. 1000 yds of Wooded Camouflage Pattern, in accordance with Section C, Paragraph C.6.1.1. 2. Finishings/findings for Wooded Camouflage Pattern in accordance with Section C, Paragraph C.6.1.2. FOB: Destination

NET AMT

ITEM NO 0002

SUPPLIES/SERVICES

QUANTITY

UNIT Lot

UNIT PRICE

AMOUNT

Material, Finishings, and Findings FFP 1. 1000 yds of Transitional Camouflage Pattern, in accordance with Section C, Paragraph C.6.1.1. 2. Finishings/findings for Transitional Camouflage Pattern, in accordance with Section C, Paragraph C.6.1.2. FOB: Destination

NET AMT

W911QY-11-R-0008 Page 5 of 67 ITEM NO 0003 SUPPLIES/SERVICES QUANTITY UNIT Lot UNIT PRICE AMOUNT

Material, Finishings and Findings FFP 11. 1000 yds of Arid Camouflage Pattern, in accordance with Section C, Paragraph C.6.1.1. 2. Finishings/findings for Arid Camouflage Pattern, in accordance with Section C, Paragraph C.6.1.2. FOB: Destination

NET AMT

ITEM NO 0004

SUPPLIES/SERVICES

QUANTITY

UNIT Lot

UNIT PRICE

AMOUNT

Material, Finishings and Findings FFP 1. 1000 yards of Transitional Camouflage Pattern 500 denier Cordura (R) for Personal Protective Equipment/Organizational Clothing and Individual Equipment (PPE/OCIE), in accordance with Section C, Paragraph C.6.2.1. 2. Finishings and findings deliverables for the PPE/OCIE Camouflage Pattern in accordance with Section C, Paragraph C.6.2.2. FOB: Destination

NET AMT

W911QY-11-R-0008 Page 6 of 67 ITEM NO 0005 SUPPLIES/SERVICES QUANTITY UNIT Each UNIT PRICE AMOUNT

Contract Data Requirement List FFP The Contractor shall provide technical data in accordance with the requirements, quantities, and schedules set forth in the attached Contract Data Requirements List, DD Form 1432-2, Data Item No. A001, Exhibit A. This CLIN is not separately priced; the cost of this CLIN is included in CLIN 0001-0004. FOB: Destination

NET AMT

See Exhibit A

ITEM NO 0006

SUPPLIES/SERVICES

QUANTITY

UNIT Each

UNIT PRICE

AMOUNT

Contractor Manpower Reporting FFP In accordance with 5152.0237-4005, "Accounting for Contract Service Requirement", located in Section C of contract. The cost of this CLIN is not seperately priced from CLINS 0001-0005. FOB: Destination

NET AMT

W911QY-11-R-0008 Page 7 of 67 ITEM NO 1001
OPTION

SUPPLIES/SERVICES

QUANTITY

UNIT Each

UNIT PRICE

AMOUNT

Government Non-Exclusive License Rights FFP In accordance with DFARS Clause 252.227-7013, the offeror shall propose a price for the Government to procure a non-exclusive license for otherwise copywrited data pertaining to the Wooded Camouflage Pattern delivered under CLIN 0001. See Section C, Paragraph C.7. FOB: Destination

NET AMT

ITEM NO 1002
OPTION

SUPPLIES/SERVICES

QUANTITY

UNIT Each

UNIT PRICE

AMOUNT

Government Non-Exclusive License Rights FFP In accordance with DFARS Clause 252.227-7013, the offeror shall propose a price for the Government to procure a non-exclusive license for otherwise copywrited data pertaining to the Transitional Camouflage Pattern delivered under CLIN 0002. See Section C, Paragraph C.7. FOB: Destination

NET AMT

W911QY-11-R-0008 Page 8 of 67 ITEM NO 1003
OPTION

SUPPLIES/SERVICES

QUANTITY

UNIT Each

UNIT PRICE

AMOUNT

Government Non-Exclusive License Rights FFP In accordance with DFARS Clause 252.227-7013, the offeror shall propose a price for the Government to procure a non-exclusive license for otherwise copywrited data pertaining to the Arid Camouflage Pattern delivered under CLIN 0003. See Section C, Paragraph C.7. FOB: Destination

NET AMT

ITEM NO 1004
OPTION

SUPPLIES/SERVICES

QUANTITY

UNIT Each

UNIT PRICE

AMOUNT

Government Non-Exclusive License Rights FFP In accordance with DFARS Clause 252.227-7013, the offeror shall propose a price for the Government to procure a non-exclusive license for otherwise copywrited data pertaining to the PPE/OCIE Camouflage Pattern delivered under CLIN 0004. See Section C, Paragraph C.7. FOB: Destination

NET AMT

W911QY-11-R-0008 Page 9 of 67 Section C - Descriptions and Specifications

PERFORMANCE WORK STATEMENT C.1. BACKGROUND The requirements of this contract will support the US Army’s camouflage improvement efforts. All tasks performed will be in accordance with the Performance Work Statement (PWS.) Camouflage solutions developed as a result of this contract may be incorporated by other branches of the armed services. The intent of this effort is to work with multiple vendors to develop a family of camouflage patterns. The family is comprised of three patterns / color palettes for the uniforms (i.e., wooded, arid and transitional), which have the same or similar geometry, and one pattern for the personal protective equipment (PPE) / organizational clothing and individual equipment (OCIE), which may or may not be one of the uniform patterns. The uniform patterns / palettes must be compatible with the PPE / OCIE pattern / palette. The Army is looking at the feasibility (i.e., cost, schedule and performance) of transitioning some or all of its current clothing and OCIE to a family of camouflage patterns that offers improvements in multiple environments over the current patterns: Marine Corps Pattern (MARPat) Woodland and Desert, Operation Enduring Freedom Camouflage Pattern (OCP), Area of Responsibility (AOR) 1, AOR 2, Woodland Battle Dress Uniform (BDU) and Desert Combat Uniform (DCU). This will be accomplished through a multi-stage effort involving Government and commercial solutions. The first stage involves proposal/artwork submission and evaluation based on Sections L and M of solicitation. Stage 2 involves the contract award winners and entails the refinement of the pattern(s), the printing of the patterns on various substrates and the delivery of the printed goods and associated finishings/findings. Fabricated uniforms and PPE / OCIE will be evaluated during Stage 3 via a series of developmental and operational tests and a determination will be made, based on these findings, on whether to exercise contract option CLINs. C.2. OBJECTIVE The first objective of this effort is to develop for the US Army a family of camouflage patterns that offers improved concealment and reduced detection capability over current patterns. The second objective is to acquire the data rights for a portion or all of the best performing camouflage patterns. C.3. REQUIREMENTS This contract shall provide the Army with a camouflage solution or solutions for wooded, arid and transitional environments, as defined in the attached materials (see Attachment C - Science Terrain Assessment 9 Dec 2010). This camouflage improvement effort will have three distinct stages (see Attachment A - Camo Program Strategy 9 Dec 2010) during its life cycle. C.4. PERSONNEL QUALIFICATIONS The contractor must be able to print or work with a printer that (1) has full-production print capability for 50/50 nylon/cotton (nyco) and Cordura, and (2) can print their proposed family of patterns on the specified substrates without neglecting the visual, near-infrared (near-IR) and short wave infrared (SWIR) performance. C.5. GOVERNMENT FURNISHED INFORMATION/MATERIAL The Government will provide the following information as attachments to the solicitation (also see Section J). 5.1. Attachment 1 - Overall strategy timeline chart and Program strategy brief describing the 3 stages, "Camo Program Strategy 9 Dec 2010.pdf"

W911QY-11-R-0008 Page 10 of 67 5.2. Attachment 2 - Operational capabilities brief – "Camo Operational Requirement MCOE.pdf" 5.3. Attachment 3 - Terrain and assessment brief – "Science Terrain Assessment 9 Dec 2010.pdf" 5.4. Attachment 4 - Terrain reference – "AMS AR70 38 report.pdf" 5.5. Attachment 5 - Terrain images – "Industry day all backgrounds.zip" 5.6. Attachment 6 - Assessment references (NATO guidelines, pattern-in-picture technique) – “ASC Paper PIP technique.pdf" and "NATO guidelines.pdf" 5.7. Attachment 7 – Principles of camouflage brief – "ONeill Principles of Camo.pdf" 5.8. Attachment 8 – “NATO Guidelines.pdf” 5.9. Attachment 9 – “Military Operating Environments.pdf” 5.10. Attachment 10 – Plate Carrier Materials List – “Plate Carrier Materials List.pdf” 5.11 Attachment 11 – Licenese Agreement – “Non-Exclusive License Agreement.pdf”

C.6. DELIVERABLES The Contractor shall deliver to the Government the following items:, C.6.1. The Contractor, for each pattern awarded under CLINS 0001, 0002 and 0003, shall provide: C.6.1.1. 1000 yards of 50/50 Nyco ripstop (for uniform/helmet cover fabrication) with visual, near-IR, SWIR performance. The material provided must use full-scale production techniques. C.6.1.2. Finishings/Findings: C.6.1.2.1. 200 feet of 4 inch loop C.6.1.2.2. 200 feet of 1 inch hook and loop C.6.1.2.3. 50 blouse zippers C.6.2. The Contractor, for CLIN 0004, PPE/OCIE, shall provide: C.6.2.1. 1000 yards of Transitional Camouflage Patter 500 denier Cordura® with visual, near-IR, SWIR performance for PPE/OCIE (i.e., plate carrier, tactical assault panel, hydration carrier) fabrication C.6.2.2. Finishings and Findings in accordance with Attachment 10, provided under Section J C.6.3. The contractor shall provide monthly progress and status reports in accordance with Contract Data Requirement List, provided under Section J of contract. C.7. OPTION TO PROCURE NON-EXCLUSIVE RIGHTS The Government may request to procure, through exercising an option under CLINS 1001, 1002, 1003, and 1004, the non-exclusive right, license and privilege worldwide to: a. use, reproduce, and/or distribute, such as through solicitations, the Material for use in printing camouflage patterns onto an unlimited number of uniforms, individual equipment, and unit level equipment, that is solely for a United States Government purpose (e.g., Army, Navy, Marine Corps, Air Force, and Coast Guard including their active and reserve components) excepting FMS. b. publicly display and authorize others to display the Material, the camouflage patterns or the uniforms, individual equipment, and unit level equipment in connection with the advertising, publicizing, marketing, distribution and use of the Material or the camouflage patterns. In accordance with DFARS clause 252.227-7013, the Offeror shall identify items, components or processes developed exclusively at the Offeror’s expense and propose under CLINs 1001, 1002, 1003, and 1004, the cost of procuring said rights in accordance with the terms and conditions set forth under Non-Exclusive License Agreement attachment referenced in Section J of Contract.

W911QY-11-R-0008 Page 11 of 67

CLAUSES INCORPORATED BY FULL TEXT

5152.0237-4005 ACCOUNTING FOR CONTRACT SERVICES REQUIREMENT (Jun 2010) The Office of the Assistant Secretary of the Army (Manpower & Reserve Affairs) operates and maintains a secure Army data collection site where the contractor shall report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. Detailed instructions can be found on the Contractor Manpower Reporting Application (CMRA) website in the CMRA “Contractor User Guide” or “Subcontractor User Guide”. The contractor must create an account upon entering the site and is required to completely fill in the required information at the CMRA website: https://cmra.army.mil. The required information includes: (1) (2) (3) Unit Identification Code (UIC) of the Army Requiring Activity that would be performing the mission if not for the contractor: __________ (Enter the Army Requiring Activity’s UIC here). Command of the Requiring Activity that would be performing the mission if not for the contractor: __________ (Enter Command of the Requiring Activity here). Contracting Officer (KO) and contact information: Sean Murphy Contracting Officer 100 Medway Road Suite 305 Milford, MA 01757 Contracting Officer’s Representative (COR) and contact information: ___________________________________________________________ (Enter COR’s name, phone number, and email address). Federal Service Code (FSC) reflecting services provided by contractor (and separate FSC for each subcontractor if different). If there are multiple FSCs for an Order number, enter a separate data record for each FSC. Location where contractor and subcontractor(s) perform the service, including the city, state, zip code, and country. When service is performed at an overseas location, state only the city and country. If there are multiple Locations for an Order number, enter a separate data record for each Location. (Note: If there are many location records that need to be entered, the Bulk Loader function is available which allows the transfer of information from a contractor’s system to the secure web site. The Bulk Loader Template and Bulk Loader Instructions may be downloaded from the web site.) Contractor Type (prime or subcontractor). Direct labor hours (including subcontractors) for each FSC. Direct labor dollars paid this reporting period (including subcontractors) for each FSC. Weapons system support indication: No.

(4)

(5)

(6)

(7) (8) (9) (10)

If subcontractors are used in the performance of this contract, several factors must be considered. Contractor shall include, and require inclusion of, this term in all subcontracts at any tier under the contract in which services are being procured. Contractor shall also enter their data in a timely manner, as subcontractors can not input any information into the CMRA system until the Prime Contractor has entered their data. The Prime Contractor has overall responsibility for ensuring subcontractors enter their respective data. Subcontractors are only responsible for entering Location Data. Reporting period will be the period of performance not to exceed 12 months ending 30 September of each government fiscal year and must be reported by 31 October of each calendar year.

W911QY-11-R-0008 Page 12 of 67

W911QY-11-R-0008 Page 13 of 67 Section D - Packaging and Marking

D.1. PACKAGING AND MARKING Preservation, packaging, packing and marking of deliverable contract line items shall conform to normal commercial packing standards to assure safe delivery at destination. D.2. MARK FOR Items which cannot be submitted electronically will be shipped and marked as follows: U.S. Army Soldiers Systems Center – Natick ATTN: Dan Purcell 1 Kansas Street Natick, MA 01760-5000 MARK FOR: W911QY-11-C-XXXX (TBD)

W911QY-11-R-0008 Page 14 of 67 Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS Supplies/services will be inspected/accepted at: CLIN 0001 0002 0003 0004 0005 0006 1001 1002 1003 1004 INSPECT AT Destination Destination Destination Destination Destination Destination Destination Destination Destination Destination INSPECT BY Government Government Government Government Government Government Government Government Government Government ACCEPT AT Destination Destination Destination Destination Destination Destination Destination Destination Destination Destination ACCEPT BY Government Government Government Government Government Government Government Government Government Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 52.246-16

Inspection Of Supplies--Fixed Price Responsibility For Supplies

AUG 1996 APR 1984

W911QY-11-R-0008 Page 15 of 67 Section F - Deliveries or Performance

DELIVERY INFORMATION F.1. PERIOD OF PERFORMANCE: The resulting contract will be a Firm Fixed Price Contract not to exceed a 30 month period of performance. CLIN 0001-0004 0005 1001-1004 DELIVERABLE SCHEDULE Stage 2 deliverables, six (6) months after award of contract. Monthly. Beginning one (1) month after award of contract. TBD

F.2. CLIN 0001-0004 deliverables shall be made to the following address unless otherwise notified: U.S. Army Soldiers Systems Center – Natick ATTN: Dan Purcell 1 Kansas Street Natick, MA 01760-5000 MARK FOR: W911QY-11-C-XXXX (TBD) F.3. DELIVERY OF TECHNICAL DATA The contractor shall prepare and deliver all data and reports in accordance with requirements, quantities, and schedule set forth in the Contract Data Requirements List (DD Form 1423), Exhibit A found herein. All technical data and reports shall be submitted electronically, unless otherwise stated in Section C, to Daniel Purcell, at daniel.j.purcell@us.army.mil. All reports and correspondence submitted under this contract shall include the contract number and project number and be forwarded prepaid, if mailed. A copy of the letters of transmittal shall be delivered to the Administrative Contracting Officer (ACO). The addresses are set forth on the contract award cover page and Section G.

F.3. DELIVERY SCHEDULE: See clause 52.211-9 Desired and Required Time of Delivery (JUN 1997).

CLAUSES INCORPORATED BY REFERENCE

52.242-15 52.242-17 52.247-34 52.247-48

Stop-Work Order Government Delay Of Work F.O.B. Destination F.O.B. Destination--Evidence Of Shipment

AUG 1989 APR 1984 NOV 1991 FEB 1999

CLAUSES INCORPORATED BY FULL TEXT

52.211-9

DESIRED AND REQUIRED TIME OF DELIVERY (JUN 1997)

W911QY-11-R-0008 Page 16 of 67

(a) The Government desires delivery to be made according to the following schedule: DESIRED DELIVERY SCHEDULE

Contract Line Item Number  0001‐0004  0005  1001‐1004 

Quantity  IAW Section C, Paragraph C.6  Six (6)  To Be Determined 

Delivery Date  Six (6) months after contract  award  Monthly. Beginning one  (1)  month after  award of contract.  To Be Determined 

If the offeror is unable to meet the desired delivery schedule, it may, without prejudicing evaluation of its offer, propose a delivery schedule below. However, the offeror's proposed delivery schedule must not extend the delivery period beyond the time for delivery in the Government's required delivery schedule as follows: REQUIRED DELIVERY SCHEDULE

Contract Line Item Number  0001‐0004  0005  1001‐1004 

Quantity  IAW Section C, Paragraph C.6  Six (6)  To Be Determined 

Delivery Date  Six (6) months after contract  award  Monthly. Beginning one  (1)  month after  award of contract.  To Be Determined 

Offers that propose delivery of a quantity under such terms or conditions that delivery will not clearly fall within the applicable required delivery period specified above, will be considered nonresponsive and rejected. If the offeror proposes no other delivery schedule, the desired delivery schedule above will apply. OFFEROR'S PROPOSED DELIVERY SCHEDULE

Contract Line Item Number  0001‐0004  0005  1001‐1004 

Quantity  IAW Section C, Paragraph C.6  Six (6)  To Be Determined 

Delivery Date  Six (6) months after contract  award  Monthly. Beginning one  (1)  month after  award of contract.  To Be Determined 

(b) Attention is directed to the Contract Award provision of the solicitation that provides that a written award or acceptance of offer mailed or otherwise furnished to the successful offeror results in a binding contract. The Government will mail or otherwise furnish to the offeror an award or notice of award not later than the day the award is dated. Therefore, the offeror shall compute the time available for performance beginning with the actual date of award, rather than the date the written notice of award is received from the Contracting Officer through the ordinary mails. However, the Government will evaluate an offer that proposes delivery based on the Contractor's date of receipt of the contract or notice of award by adding (1) five calendar days for delivery of the award through the ordinary mails, or (2) one working day if the solicitation states that the contract or notice of award will be transmitted electronically. (The term "working day" excludes weekends and U.S. Federal holidays.) If, as so computed, the offered delivery date is later than the required delivery date, the offer will be considered nonresponsive and rejected.

W911QY-11-R-0008 Page 17 of 67 (End of clause)

W911QY-11-R-0008 Page 18 of 67 Section G - Contract Administration Data

G.1. CONTRACT ADMINISTRATION G.1.1. In no event shall any understanding or agreement, contract modification, change order, or other matter in deviation from the terms of this contract between the Contractor and a person other than the Contracting Officer be effective or binding upon the Government. All such actions must be formalized by a proper contractual document executed by the Contracting Officer. G.1.2. All correspondence pertaining to this contract will be addressed to: Army Contracting Command, Aberdeen Proving Ground (Soldier, Chemical, Research & Test) Natick Contracting Division ATTN: CCRD-NA-SY, Huy Le 1 Kansas St Natick, MA 01760 G.1.3. The telephone, FAX number and E-mail address of the Contracting Officer (KO), Contract Specialist (KS), and Contracting Officer’s Representative (COR) are: Contracting Officer: Sean Murphy (508) 233-6174 E-mail: sean.p.murphy1@us.army.mil Contract Specialist: Huy Le (508) 233-6121 E-mail: huy.d.le@us.army.mil Contracting Officer’s Representative: Dan Purcell (508) 233-6335 E-mail: Daniel.J.Purcell@us.army.mil G.1.4. The telephone and FAX numbers for payments processed by the Defense Finance and Accounting Service, FAX: (309) 782-9991/9994/9997/9144 Rock Island, IL, are: Toll Free: 1-888-332-7742 G.1.5. If this contract is being administered by a Defense Contract Management Command (DCMC) inquiries concerning normal contract administration should be referred to the DCMC assigned office (see Block 24 of the SF 33 or Block 6 of the SF 26). G.2. CONTRACTOR’S CONTRACT ADMINISTRATION Name and Title Responsible Office Address (6 NOVEMBER, 1998)

Telephone Number E-Mail Address DUNS # CAGE # TIN #__________ .

W911QY-11-R-0008 Page 19 of 67 Section H - Special Contract Requirements

SPECIAL INSTRUCTIONS H.1. CONTRACTOR'S ORGANIZATION AND KEY PERSONNEL

H.1.1. The Contractor's organization shall be established with authority to effectively accomplish the objectives of the Technical Data Package and Scope of Work. This organization shall become effective upon award of the contract and its integrity shall be maintained for the duration of the contract effort. H.1.2. The key personnel listed in paragraph c below are considered to be critical to the successful performance of this contract. Prior to replacing these key personnel, the Contractor shall notify the contracting officer. The Contractor shall provide advance notice of the proposed changes and shall demonstrate that the qualifications of the proposed substitute personnel are generally equivalent to or better than the qualifications of the personnel being replaced. H.1.2.1. Key Personnel List NAME POSITION

H.1.2.2. Prior to permanently reassigning any of the specified individuals to other contracts, the Contractor shall provide the Contracting Officer not less than thirty (30) days advance notice and shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on the program. The "Key Personnel" list may be amended from time to time during the course of the contract to either add or delete personnel, as appropriate. H.2 PATENTS – REPORTING OF SUBJECT INVENTIONS a. The interim and final invention reports shall be submitted in accordance with DFARS Clause 252.227-7039, Patents—Reporting of Subject Inventions” for small business, and an invention disclosure (description of the invention) shall be processed in accordance with FAR Clause 227-11, Patent Rights—Ownership by the Contractor” for small businesses. Large business shall provide interim and final invention reports, as well as process an invention disclosure, in accordance with DFARS Clause 252-227-7038 “Patent Rights—Ownership by the Contractor (Large Business)”. b. Interim reports shall be furnished every twelve (12) months and final reports shall be furnished within three (3) months after completion of the contracted work. In accordance with FAR Clause 27.305-2(e), when a large business contractor fails to submit acceptable interim invention reports (one per year) or disclose a subject invention, the applicable withholding of payments provision may be invoked. c. The contractor shall include the applicable clauses identified above in all subcontracts regardless of tier, for experimental, developmental, or research work. d. The prime contractor shall account for any subcontract(s) that include the patent rights clause.

W911QY-11-R-0008 Page 20 of 67 e. All patent reports shall be forwarded to the Contract Specialist identified in Section G, paragraph G.1 c. H.3 PERFORMANCE BY FOREIGN NATIONALS a. In accordance with 8 U.S.C.1324a, it is unlawful to hire for employment in the U.S. an individual without verifying that individual’s employment authorization. 8 CFR 274a.2 VERIFICATION OF EMPLOYMENT ELIGIBILITY identifies the official documents that establish employment eligibility. b. Prior to performance of work by a foreign national as a result of this contract, the employer shall provide the Contracting Officer the name of the foreign national and identify the type of form(s) produced for verification of employment status. c. Should the foreign national’s performance require access to DoD facilities, the employer shall coordinate with the sponsor providing access, in order to submit the following: 1. 2. 3. 4. 5. 6. 7. Individual’s Name Date/place of birth Citizenship Date and Location of the Visit Purpose of the Visit Passport Number Employer’s Verification of Work Authorization

d. This information shall be forwarded to the Contracting Officer at least thirty days prior to the visit taking place. Failure to provide this information within this time frame may prevent the individual(s) from entry into the DoD facilities.

CLAUSES INCORPORATED BY FULL TEXT

5152.232-7003

INVOICING INSTRUCTIONS AND PAYMENT (WAWF INSTRUCTIONS) (NCD) (AUG 2009)

(a) Invoices for goods received or services rendered under this contract shall be submitted electronically through Wide Area Work Flow – Receipt and Acceptance (WAWF): (1) The vendor shall self-register at the web site https://wawf.eb.mil. Vendor training is available on the Internet at http://www.wawftraining.com. (2) Select the invoice type within WAWF as specified below. Back up documentation (such as timesheets, etc.) can be included and attached to the invoice in WAWF. Attachments created in any Microsoft Office product are attachable to the invoice in WAWF. Total limit for the size of files per invoice is 5 megabytes. (b) The following information, regarding invoice routing DODAAC’s, must be entered for completion of the invoice in WAWF:

Receiving Report (DD 250) Destination Inspection / Destination Acceptance Inspect and Accept at place of destination Invoice and Receiving Report (Combo) - Destination Inspection / Destination Acceptance Pay DoDAAC IssueBy DoDAAC W911QY Admin DoDAAC

W911QY-11-R-0008 Page 21 of 67 InspectBy DoDAAC Ship To Code (c) The contractor shall submit invoices / cost vouchers for payment per contract terms. (d) The Government shall process invoices / cost vouchers for payment per contract terms. (e) For each invoice / cost voucher submitted for payment, the contractor shall also email the WAWF automated invoice notice directly to the following points of contact: Name Dan Purcell Email Daniel.J.Purcell@us.army.mil Phone 508-233-6335 Job Title Project Officer

W911QY-11-R-0008 Page 22 of 67 Section I - Contract Clauses CLAUSES INCORPORATED BY REFERENCE

52.202-1 52.203-3 52.203-5 52.203-6 52.203-7 52.203-8 52.203-10 52.203-12 52.204-4 52.204-7 52.204-10 52.209-6

52.209-9 52.211-5 52.214-34 52.214-35 52.215-2 52.215-8 52.215-11 52.215-13 52.215-14 52.215-21

52.215-23 52.219-8 52.219-9 Alt II 52.219-16 52.219-25 52.219-28 52.222-1 52.222-3 52.222-19 52.222-20 52.222-21 52.222-26 52.222-35 52.222-36 52.222-37 52.222-50

Definitions JUL 2004 Gratuities APR 1984 Covenant Against Contingent Fees APR 1984 Restrictions On Subcontractor Sales To The Government SEP 2006 Anti-Kickback Procedures OCT 2010 Cancellation, Rescission, and Recovery of Funds for Illegal JAN 1997 or Improper Activity Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997 Limitation On Payments To Influence Certain Federal OCT 2010 Transactions Printed or Copied Double-Sided on Recycled Paper AUG 2000 Central Contractor Registration APR 2008 Reporting Executive Compensation and First-Tier JUL 2010 Subcontract Awards Protecting the Government's Interest When Subcontracting DEC 2010 With Contractors Debarred, Suspended, or Proposed for Debarment Updates of Publicly Available Information Regarding JAN 2011 Responsibility Matters Material Requirements AUG 2000 Submission Of Offers In The English Language APR 1991 Submission Of Offers In U.S. Currency APR 1991 Audit and Records--Negotiation OCT 2010 Order of Precedence--Uniform Contract Format OCT 1997 Price Reduction for Defective Certified Cost or Pricing Data-- OCT 2010 Modifications Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010 Integrity of Unit Prices OCT 2010 Requirements for Certified Cost or Pricing Data or OCT 2010 Information Other Than Certified Cost or Pricing Data-Modifications Limitations on Pass-Through Charges OCT 2009 Utilization of Small Business Concerns JAN 2011 Small Business Subcontracting Plan (JAN 2011) Alternate II OCT 2010 Liquidated Damages-Subcontracting Plan JAN 1999 Small Disadvantaged Business Participation Program-DEC 2010 Disadvantaged Status and Reporting Post-Award Small Business Program Rerepresentation APR 2009 Notice To The Government Of Labor Disputes FEB 1997 Convict Labor JUN 2003 Child Labor -- Cooperation with Authorities and Remedies JUL 2010 Walsh-Healey Public Contracts Act OCT 2010 Prohibition Of Segregated Facilities FEB 1999 Equal Opportunity MAR 2007 Equal Opportunity for Veterans SEP 2010 Affirmative Action For Workers With Disabilities OCT 2010 Employment Reports on Veterans SEP 2010 Combating Trafficking in Persons FEB 2009

W911QY-11-R-0008 Page 23 of 67 Notification of Employee Rights under the National Labor JUN 2010 Relations Act (DEVIATION 2010-O0013) 52.223-6 Drug-Free Workplace MAY 2001 52.225-13 Restrictions on Certain Foreign Purchases JUN 2008 52.227-1 Alt I Authorization And Consent (Dec 2007) - Alternate I APR 1984 52.227-2 Notice And Assistance Regarding Patent And Copyright DEC 2007 Infringement 52.227-11 Patent Rights--Ownership By The Contractor DEC 2007 52.229-3 Federal, State And Local Taxes APR 2003 52.230-2 Cost Accounting Standards OCT 2010 52.230-3 Disclosure And Consistency Of Cost Accounting Practices OCT 2008 52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-1 Payments APR 1984 52.232-2 Payments Under Fixed-Price Research And Development APR 1984 Contracts 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-11 Extras APR 1984 52.232-13 Notice Of Progress Payments APR 1984 52.232-17 Interest OCT 2010 52.232-25 Prompt Payment OCT 2008 52.232-33 Payment by Electronic Funds Transfer--Central Contractor OCT 2003 Registration 52.233-1 Disputes JUL 2002 52.233-3 Protest After Award AUG 1996 52.242-13 Bankruptcy JUL 1995 52.243-1 Changes--Fixed Price AUG 1987 52.243-1 Alt V Changes--Fixed-Price (Aug 1987) - Alternate V APR 1984 52.243-6 Change Order Accounting APR 1984 52.244-2 Subcontracts OCT 2010 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Items DEC 2010 52.246-23 Limitation Of Liability FEB 1997 52.249-2 Termination For Convenience Of The Government (Fixed- MAY 2004 Price) 52.249-4 Termination For Convenience Of The Government (Services) APR 1984 (Short Form) 52.249-9 Default (Fixed-Priced Research And Development) APR 1984 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- DEC 2008 Contract-Related Felonies 252.203-7002 Requirement to Inform Employees of Whistleblower Rights JAN 2009 252.204-7000 Disclosure Of Information DEC 1991 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7004 Alt A Central Contractor Registration (52.204-7) Alternate A SEP 2007 252.204-7008 Export-Controlled Items APR 2010 252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By DEC 2006 The Government of a Terrorist Country 252.211-7003 Item Identification and Valuation SEP 2010 252.215-7000 Pricing Adjustments DEC 1991 252.219-7003 Small Business Subcontracting Plan (DOD Contracts) OCT 2010 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements DEC 2010 52.222-99 (Dev)

W911QY-11-R-0008 Page 24 of 67 252.225-7001 252.225-7002 252.225-7012 252.226-7001 Buy American Act And Balance Of Payments Program Qualifying Country Sources As Subcontractors Preference For Certain Domestic Commodities Utilization of Indian Organizations and Indian-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns Rights in Technical Data--Noncommercial Items Rights in Bid or Proposal Information Technical Data--Withholding Of Payment Patents--Reporting Of Subject Inventions Electronic Submission of Payment Requests and Receiving Reports Pricing Of Contract Modifications Requests for Equitable Adjustment Transportation of Supplies by Sea Notification Of Transportation Of Supplies By Sea JAN 2009 APR 2003 JUN 2010 SEP 2004

252.227-7013 252.227-7016 252.227-7030 252.227-7039 252.232-7003 252.243-7001 252.243-7002 252.247-7023 252.247-7024

NOV 1995 JAN 2011 MAR 2000 APR 1990 MAR 2008 DEC 1991 MAR 1998 MAY 2002 MAR 2000

CLAUSES INCORPORATED BY FULL TEXT

52.215-20 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN CERTIFIED COST OR PRICING DATA (OCT 2010) (a) Exceptions from certified cost or pricing data. (1) In lieu of submitting certified cost or pricing data, offerors may submit a written request for exception by submitting the information described in the following subparagraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable. (i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office. (ii) Commercial item exception. For a commercial item exception, the offeror shall submit, at a minimum, information on prices at which the same item or similar items have previously been sold in the commercial market that is adequate for evaluating the reasonableness of the price for this acquisition. Such information may include-(A) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities; (B) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market; (C) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item. (2) The offeror grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception

W911QY-11-R-0008 Page 25 of 67 under this provision, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation , access does not extend to cost or profit information or other data relevant solely to the offeror's determination of the prices to be offered in the catalog or marketplace. (b) Requirements for certified cost or pricing data. If the offeror is not granted an exception from the requirement to submit certified cost or pricing data, the following applies: (1) The offeror shall prepare and submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the instructions contained in Table 15-2 of FAR 15.408, which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in Table 15-2 are incorporated as a mandatory format to be used in this contract, unless the Contracting Officer and the Contractor agree to a different format and change this clause to use Alternate I. As soon as practicable after agreement on price, but before contract award (except for unpriced actions such as letter contracts), the offeror shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2. (End of provision)

CLAUSES INCORPORATED BY FULL TEXT

52.216-1

TYPE OF CONTRACT (APR 1984)

The Government contemplates award of a Firm Fixed Price contract resulting from this solicitation. (End of provision)

CLAUSES INCORPORATED BY FULL TEXT

52.223-11

OZONE-DEPLETING SUBSTANCES (MAY 2001)

(a) Definition. Ozone-depleting substance, as used in this clause, means any substance the Environmental Protection Agency designates in 40 CFR part 82 as-(1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or (2) Class II, including, but not limited to, hydrochlorofluorocarbons. (b) The Contractor shall label products which contain or are manufactured with ozone-depleting substances in the manner and to the extent required by 42 U.S.C. 7671j (b), (c), and (d) and 40 CFR Part 82, Subpart E, as follows: “WARNING: Contains (or manufactured with, if applicable), a substance(s) which harm(s) public health and environment by destroying ozone in the upper atmosphere.”---------------------------The Contractor shall insert the name of the substance(s). (End of clause)

W911QY-11-R-0008 Page 26 of 67 CLAUSES INCORPORATED BY FULL TEXT

52.233-2

SERVICE OF PROTEST (SEP 2006)

(a) Protests, as defined in section 33.101 of the Federal Acquisition Regulation, that are filed directly with an agency, and copies of any protests that are filed with the Government Accountability Office (GAO), shall be served on the Contracting Officer (addressed as follows) by obtaining written and dated acknowledgment of receipt from US Army Contracting Command, Aberdeen Proving Ground (Soldier, Chemical, Research & Test), Natick Contracting Division. ATTN: CCRD-NA-SY (Sean Murphy), Suite 305, 100 Medway Road, Milford, MA 01757. (b) The copy of any protest shall be received in the office designated above within one day of filing a protest with the GAO. (End of provision)

52.243-7

NOTIFICATION OF CHANGES (APR 1984)

(a) Definitions. "Contracting Officer," as used in this clause, does not include any representative of the Contracting Officer. "Specifically authorized representative (SAR)," as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority. (b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing, within 10 calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state-(1) The date, nature, and circumstances of the conduct regarded as a change; (2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct; (3) The identification of any documents and the substance of any oral communication involved in such conduct; (4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose; (5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including-(i) What contract line items have been or may be affected by the alleged change; (ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change; (iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change;

W911QY-11-R-0008 Page 27 of 67

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and (6) The Contractor's estimate of the time by which the Government must respond to the Contractor's notice to minimize cost, delay or disruption of performance. (c) Continued performance. Following submission of the notice required by (b) above, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in (b) above, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing and copies furnished to the Contractor and to the Contracting Officer. The Contracting Officer shall countermand any action which exceeds the authority of the SAR. calendar days after receipt of (d) Government response. The Contracting Officer shall promptly, within notice, respond to the notice in writing. In responding, the Contracting Officer shall either-(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; (2) Countermand any communication regarded as a change; (3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or (4) In the event the Contractor's notice information is inadequate to make a decision under (1), (2), or (3) above, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond. (e) Equitable adjustments. (1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made-(i) In the contract price or delivery schedule or both; and (ii) In such other provisions of the contract as may be affected. (2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractor's failure to provide notice or to continue performance as provided, respectively, in (b) and (c) above. Note: The phrases “contract price” and “cost” wherever they appear in the clause, may be appropriately modified to

W911QY-11-R-0008 Page 28 of 67 apply to cost-reimbursement or incentive contracts, or to combinations thereof. (End of clause)

52.252-1

SOLICITATION PROVISIONS INCORPORATED BY REFERENCE (FEB 1998)

This solicitation incorporates one or more solicitation provisions by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. The offeror is cautioned that the listed provisions may include blocks that must be completed by the offeror and submitted with its quotation or offer. In lieu of submitting the full text of those provisions, the offeror may identify the provision by paragraph identifier and provide the appropriate information with its quotation or offer. Also, the full text of a solicitation provision may be accessed electronically at this/these address(es): HTTPS://FARSITE.HILL.AF.MIL (End of provision

252.227-7038

PATENT RIGHTS--OWNERSHIP BY THE CONTRACTOR (LARGE BUSINESS). (DEC 2007)

(a) Definitions. As used in this clause--Invention means-(1) Any invention or discovery that is or may be patentable or otherwise protectable under Title 35 of the United States Code; or (2) Any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.). Made-(1) When used in relation to any invention other than a plant variety, means the conception or first actual reduction to practice of the invention; or (2) When used in relation to a plant variety, means that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics. Nonprofit organization means-(1) A university or other institution of higher education; (2) An organization of the type described in the Internal Revenue Code at 26 U.S.C. 501(c)(3) and exempt from taxation under 26 U.S.C. 501(a); or (3) Any nonprofit scientific or educational organization qualified under a State nonprofit organization statute. Practical application means-(1)(i) To manufacture, in the case of a composition or product; (ii) To practice, in the case of a process or method; or

W911QY-11-R-0008 Page 29 of 67 (iii) To operate, in the case of a machine or system; and (2) In each case, under such conditions as to establish that-(i) The invention is being utilized; and (ii) The benefits of the invention are, to the extent permitted by law or Government regulations, available to the public on reasonable terms. Subject invention means any invention of the Contractor made in the performance of work under this contract. (b) Contractor's rights--(1) Ownership. The Contractor may elect to retain ownership of each subject invention throughout the world in accordance with the provisions of this clause. (2) License. (i) The Contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, unless the Contractor fails to disclose the invention within the times specified in paragraph (c) of this clause. The Contractor's license(A) Extends to any domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part; (B) Includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at the time of contract award; and (C) Is transferable only with the approval of the agency, except when transferred to the successor of that part of the Contractor's business to which the invention pertains. (ii) The agency-(A) May revoke or modify the Contractor's domestic license to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with 37 CFR Part 404 and agency licensing regulations; (B) Will not revoke the license in that field of use or the geographical areas in which the Contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public; and (C) May revoke or modify the license in any foreign country to the extent the Contractor, its licensees, or the domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country. (iii) Before revoking or modifying the license, the agency-(A) Will furnish the Contractor a written notice of its intention to revoke or modify the license; and (B) Will allow the Contractor 30 days (or such other time as the funding agency may authorize for good cause shown by the Contractor) after the notice to show cause why the license should not be revoked or modified. (iv) The Contractor has the right to appeal, in accordance with 37 CFR part 404 and agency regulations, concerning the licensing of Government-owned inventions, any decision concerning the revocation or modification of the license. (c) Contractor's obligations. (1) The Contractor shall--

W911QY-11-R-0008 Page 30 of 67 (i) Disclose, in writing, each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters, or within 6 months after the Contractor first becomes aware that a subject invention has been made, whichever is earlier; (ii) Include in the disclosure-(A) The inventor(s) and the contract under which the invention was made; (B) Sufficient technical detail to convey a clear understanding of the invention; and (C) Any publication, on sale (i.e., sale or offer for sale), or public use of the invention and whether a manuscript describing the invention has been submitted for publication and, if so, whether it has been accepted for publication; and (iii) After submission of the disclosure, promptly notify the Contracting Officer of the acceptance of any manuscript describing the invention for publication and of any on sale or public use. (2) The Contractor shall elect in writing whether or not to retain ownership of any subject invention by notifying the Contracting Officer at the time of disclosure or within 8 months of disclosure, as to those countries (including the United States) in which the Contractor will retain ownership. However, in any case where publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the agency may shorten the period of election of title to a date that is no more than 60 days prior to the end of the statutory period. (3) The Contractor shall-(i) File either a provisional or a nonprovisional patent application on an elected subject invention within 1 year after election, provided that in all cases the application is filed prior to the end of any statutory period wherein valid patent protection can be obtained in the United States after a publication, on sale, or public use; (ii) File a nonprovisional application within 10 months of the filing of any provisional application; and (iii) File patent applications in additional countries or international patent offices within either 10 months of the first filed patent application (whether provisional or nonprovisional) or 6 months from the date the Commissioner of Patents grants permission to file foreign patent applications where such filing has been prohibited by a Secrecy Order. (4) The Contractor may request extensions of time for disclosure, election, or filing under paragraphs (c)(1), (2), and (3) of this clause. The Contracting Officer will normally grant the extension unless there is reason to believe the extension would prejudice the Government's interests. (d) Government's rights-- (1) Ownership. The Contractor shall assign to the agency, upon written request, title to any subject invention-(i) If the Contractor elects not to retain title to a subject invention; (ii) If the Contractor fails to disclose or elect the subject invention within the times specified in paragraph (c) of this clause and the agency requests title within 60 days after learning of the Contractor's failure to report or elect within the specified times; (iii) In those countries in which the Contractor fails to file patent applications within the times specified in paragraph (c) of this clause, provided that, if the Contractor has filed a patent application in a country after the times specified in paragraph (c) of this clause, but prior to its receipt of the written request of the agency, the Contractor shall continue to retain ownership in that country; and

W911QY-11-R-0008 Page 31 of 67

(iv) In any country in which the Contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention. (2) License. If the Contractor retains ownership of any subject invention, the Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced for or on behalf of the United States, the subject invention throughout the world. (e) Contractor action to protect the Government's interest. (1) The Contractor shall execute or have executed and promptly deliver to the agency all instruments necessary to-(i) Establish or confirm the rights the Government has throughout the world in those subject inventions in which the Contractor elects to retain ownership; and (ii) Assign title to the agency when requested under paragraph (d)(1) of this clause and enable the Government to obtain patent protection for that subject invention in any country. (2) The Contractor shall-(i) Require, by written agreement, its employees, other than clerical and nontechnical employees, to-(A) Disclose each subject invention promptly in writing to personnel identified as responsible for the administration of patent matters, so that the Contractor can comply with the disclosure provisions in paragraph (c) of this clause; and (B) Provide the disclosure in the Contractor's format, which should require, as a minimum, the information required by paragraph (c)(1) of this clause; (ii) Instruct its employees, through employee agreements or other suitable educational programs, as to the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or statutory foreign bars; and (iii) Execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. (3) The Contractor shall notify the Contracting Officer of any decisions not to file a nonprovisional patent application, continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response or filing period required by the relevant patent office. (4) The Contractor shall include, within the specification of any United States nonprovisional patent application and any patent issuing thereon covering a subject invention, the following statement: ``This invention was made with Government support under (identify the contract) awarded by (identify the agency). The Government has certain rights in this invention.'' (5) The Contractor shall-(i) Establish and maintain active and effective procedures to ensure that subject inventions are promptly identified and disclosed to Contractor personnel responsible for patent matters; (ii) Include in these procedures the maintenance of-(A) Laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of subject inventions; and

W911QY-11-R-0008 Page 32 of 67

(B) Records that show that the procedures for identifying and disclosing the inventions are followed; and (iii) Upon request, furnish the Contracting Officer a description of these procedures for evaluation and for determination as to their effectiveness. (6) The Contractor shall, when licensing a subject invention, arrange to-(i) Avoid royalty charges on acquisitions involving Government funds, including funds derived through the Government's Military Assistance Program or otherwise derived through the Government; (ii) Refund any amounts received as royalty charges on the subject inventions in acquisitions for, or on behalf of, the Government; and (iii) Provide for the refund in any instrument transferring rights in the invention to any party. (7) The Contractor shall furnish to the Contracting Officer the following: (i) Interim reports every 12 months (or any longer period as may be specified by the Contracting Officer) from the date of the contract, listing subject inventions during that period and stating that all subject inventions have been disclosed or that there are no subject inventions. (ii) A final report, within 3 months after completion of the contracted work, listing all subject inventions or stating that there were no subject inventions, and listing all subcontracts at any tier containing a patent rights clause or stating that there were no subcontracts. (8)(i) The Contractor shall promptly notify the Contracting Officer in writing upon the award of any subcontract at any tier containing a patent rights clause by identifying-(A) The subcontractor; (B) The applicable patent rights clause; (C) The work to be performed under the subcontract; and (D) The dates of award and estimated completion. (ii) The Contractor shall furnish, upon request, a copy of the subcontract, and no more frequently than annually, a listing of the subcontracts that have been awarded. (9) In the event of a refusal by a prospective subcontractor to accept one of the clauses specified in paragraph (l)(1) of this clause, the Contractor-(i) Shall promptly submit a written notice to the Contracting Officer setting forth the subcontractor's reasons for the refusal and other pertinent information that may expedite disposition of the matter; and (ii) Shall not proceed with that subcontract without the written authorization of the Contracting Officer. (10) The Contractor shall provide to the Contracting Officer, upon request, the following information for any subject invention for which the Contractor has retained ownership: (i) Filing date. (ii) Serial number and title.

W911QY-11-R-0008 Page 33 of 67

(iii) A copy of any patent application (including an English-language version if filed in a language other than English). (iv) Patent number and issue date. (11) The Contractor shall furnish to the Government, upon request, an irrevocable power to inspect and make copies of any patent application file. (f) Reporting on utilization of subject inventions. (1) The Contractor shall-(i) Submit upon request periodic reports no more frequently than annually on the utilization of a subject invention or on efforts in obtaining utilization of the subject invention that are being made by the Contractor or its licensees or assignees; (ii) Include in the reports information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and other information as the agency may reasonably specify; and (iii) Provide additional reports that the agency may request in connection with any march-in proceedings undertaken by the agency in accordance with paragraph (h) of this clause. (2) To the extent permitted by law, the agency shall not disclose the information provided under paragraph (f)(1) of this clause to persons outside the Government without the Contractor's permission, if the data or information is considered by the Contractor or its licensee or assignee to be ``privileged and confidential'' (see 5 U.S.C. 552(b)(4)) and is so marked. (g) Preference for United States industry. Notwithstanding any other provision of this clause, the Contractor agrees that neither the Contractor nor any assignee shall grant to any person the exclusive right to use or sell any subject invention in the United States unless the person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States. However, in individual cases, the agency may waive the requirement for an exclusive license agreement upon a showing by the Contractor or its assignee that-(1) Reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States; or (2) Under the circumstances, domestic manufacture is not commercially feasible. (h) March-in rights. The Contractor acknowledges that, with respect to any subject invention in which it has retained ownership, the agency has the right to require licensing pursuant to 35 U.S.C. 203 and 210(c), 37 CFR 401.6, and any supplemental regulations of the agency in effect on the date of contract award. (i) Other inventions. Nothing contained in this clause shall be deemed to grant to the Government any rights with respect to any invention other than a subject invention. (j) Examination of records relating to inventions. (1) The Contracting Officer or any authorized representative shall, until 3 years after final payment under this contract, have the right to examine any books (including laboratory notebooks), records, and documents of the Contractor relating to the conception or first reduction to practice of inventions in the same field of technology as the work under this contract to determine whether-(i) Any inventions are subject inventions; (ii) The Contractor has established procedures required by paragraph (e)(5) of this clause; and

W911QY-11-R-0008 Page 34 of 67 (iii) The Contractor and its inventors have complied with the procedures. (2) If the Contracting Officer learns of an unreported Contractor invention that the Contracting Officer believes may be a subject invention, the Contractor shall be required to disclose the invention to the agency for a determination of ownership rights. (3) Any examination of records under this paragraph (j) shall be subject to appropriate conditions to protect the confidentiality of the information involved. (k) Withholding of payment (this paragraph does not apply to subcontracts). (1) Any time before final payment under this contract, the Contracting Officer may, in the Government's interest, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of the contract, whichever is less, is set aside if, in the Contracting Officer's opinion, the Contractor fails to— (i) Establish, maintain, and follow effective procedures for identifying and disclosing subject inventions pursuant to paragraph (e)(5) of this clause; (ii) Disclose any subject invention pursuant to paragraph (c)(1) of this clause; (iii) Deliver acceptable interim reports pursuant to paragraph (e)(7)(i) of this clause; or (iv) Provide the information regarding subcontracts pursuant to paragraph (e)(8) of this clause. (2) The reserve or balance shall be withheld until the Contracting Officer has determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause. (3) The Government will not make final payment under this contract before the Contractor delivers to the Contracting Officer-(i) All disclosures of subject inventions required by paragraph (c)(1) of this clause; (ii) An acceptable final report pursuant to paragraph (e)(7)(ii) of this clause; and (iii) All past due confirmatory instruments. (4) The Contracting Officer may decrease or increase the sums withheld up to the maximum authorized in paragraph (k)(1) of this clause. No amount shall be withheld under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right. (l) Subcontracts. (1) The Contractor-(i) Shall include the substance of the Patent Rights-Ownership by the Contractor clause set forth at 52.227-11 of the Federal Acquisition Regulation (FAR), in all subcontracts for experimental, developmental, or research work to be performed by a small business concern or nonprofit organization; and (ii) Shall include the substance of this clause, including this paragraph (l), in all other subcontracts for experimental, developmental, or research work, unless a different patent rights clause is required by FAR 27.303. (2) For subcontracts at any tier--

W911QY-11-R-0008 Page 35 of 67 (i) The patents rights clause included in the subcontract shall retain all references to the Government and shall provide to the subcontractor all the rights and obligations provided to the Contractor in the clause. The Contractor shall not, as consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions; and (ii) The Government, the Contractor, and the subcontractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and the Government with respect to those matters covered by this clause. However, nothing in this paragraph is intended to confer any jurisdiction under the Contract Disputes Act in connection with proceedings under paragraph (h) of this clause. (End of clause)

252.235-7010

Acknowledgment of Support and Disclaimer. (MAY 1995)

(a) The Contractor shall include an acknowledgment of the Government's support in the publication of any material based on or developed under this contract, stated in the following terms: This material is based upon work supported by the US Army Contracting Command, Aberdeen Proving Ground (Soldier, Chemical, Research & Test), Natick Contracting Division under Contract No. [TBD]. (b) All material, except scientific articles or papers published in scientific journals, must, in addition to any notices or disclaimers by the Contractor, also contain the following disclaimer: Any opinions, findings and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the US Army Contracting Command, Aberdeen Proving Ground (Soldier, Chemical, Research & Test), Natick Contracting Division.

W911QY-11-R-0008 Page 36 of 67 Section J - List of Documents, Exhibits and Other Attachments

Exhibit/Attachment Table of Contents DOCUMENT TYPE Exhibit A Attachment 1 Attachment 2 Attachment 3 Attachment 4 Attachment 5 Attachment 6 Attachment 7 Attachment 8 Attachment 9 Attachment 10 Attachment 11 DESCRIPTION PAGES CLIN 0005 Exhibit(s) 1 Camo Program Strategy 9 Dec 2010.pdf 15 Camo Operational Requirement MCOE.pdf 3 Science Terrain Assessment 9 Dec 2010.pdf 37 AMS AR70 38 report.pdf 12 Industry Day All Backgrounds.zip 38 ASC Paper PIP technique.pdf" and "NATO 8 guidelines.pdf ONeill Principles of Camo.pdf 14 NATO Guidelines.pdf 64 Military Operating Environments.pdf 9 Plate Carrier Materials List.pdf 2 Non-Exclusive License Agreement.pdf 2 DATE 12/09/2010 12/09/2010 12/09/2010 12/09/2010 12/09/2010 12/09/2010 12/09/2010 12/09/2010 12/09/2010 12/09/2010 03/31/2010

W911QY-11-R-0008 Page 37 of 67

Exhibit A for CLIN 0005
CONTRACT DATA REQUIREMENTS LIST
(1 Data Item)
Form Approved OM B No. 0704-0188

P ublic reporting burden for this collection of information is estimated to average 110 hours per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to Department of Defense, Washington Headquarters Services, Directorate for Information Operations and Reports (0704-0188), 1215 Jefferson Davis Highway, Suite 1204, Arlington, VA 22202-4302. Respondents should be aware that notwithstanding any other provision of law, no person shall be subject to any penalty for failing to comply with a collection of information if it does not display a currently valid OMB control number. Please DO NOT RETURN your form to the above address. Send completed form to the Government Issuing Contracting Officer for the Contract/P R No. listed in Block E.

A. CONT RACT LINE IT EM NO. 0005 D. SYST EM / IT EM
Contract Data Requirement List 1. DATA ITEM NO.

B. EXHIBIT A E. CONT RACT / PR NO.
W911QY-11-R-0008

C. CAT EGORY TDP TM F. CONT RACT OR Other

2. TITLE OF DATA ITEM

3. SUBTITLE

17. P RICE GROUP

A001

Monthly Progress/Status Report
5. CONTRACT REFERENCE 6. REQUIRING OFFICE 18. ESTIMATED TOTAL P RICE

4. AUTHORITY ( Data Acquisition Document No.)

DI-MGMT-80277
7. DD 250 REQ

DD
8. AP P CODE

9. DIST STATEMENT 10. FREQUENCY REQUIRED MTHLY

12. DATE OF FIRST SUBMISSION 14.

DISTRIBUTION b. COP IES a. ADDRESSEE Draft
0 0 0

1 Mth ADC
13. DATE OF SUBSEQUENT SUBMISSION

B

11. AS OF DATE

Final Reg Repro
1 1 1 0 0 0

N/A
16. REMARKS

Aw ard

Monthly
DANIEL PURCELL HUY LE / SPECIALIST JEFFERY MYHRE

Monthly Progress and Status report documenting progress of pattern printing, complications, concerns, and breakthroughs. Customer format is acceptable.

15. TOTAL

0

3

0

G. PREPARED BY

H. DAT E

I. APPROVED BY

J. DAT E

DD Form 1423-1, AUG 96 (EG)

PREVIOUS EDITION MAY BE USED.

Page 1 of 1

W911QY-11-R-0008 Page 38 of 67 Section K - Representations, Certifications and Other Statements of Offerors CLAUSES INCORPORATED BY REFERENCE

52.203-11 52.247-22

Certification And Disclosure Regarding Payments To Influence Certain Federal Transactions Contractor Liability for Loss of and/or Damage to Freight Other Than Household Goods

SEP 2007 APR 1984

CLAUSES INCORPORATED BY FULL TEXT

52.204-3 TAXPAYER IDENTIFICATION (OCT 1998) (a) Definitions. Common parent, as used in this provision, means that corporate entity that owns or controls an affiliated group of corporations that files its Federal income tax returns on a consolidated basis, and of which the offeror is a member. Taxpayer Identification Number (TIN), as used in this provision, means the number required by the Internal Revenue Service (IRS) to be used by the offeror in reporting income tax and other returns. The TIN may be either a Social Security Number or an Employer Identification Number. (b) All offerors must submit the information required in paragraphs (d) through (f) of this provision to comply with debt collection requirements of 31 U.S.C. 7701(c) and 3325(d), reporting requirements of 26 U.S.C. 6041, 6041A, and 6050M, and implementing regulations issued by the IRS. If the resulting contract is subject to the payment reporting requirements described in Federal Acquisition Regulation (FAR) 4.904, the failure or refusal by the offeror to furnish the information may result in a 31 percent reduction of payments otherwise due under the contract. (c) The TIN may be used by the Government to collect and report on any delinquent amounts arising out of the offeror's relationship with the Government (31 U.S.C. 7701(c)(3)). If the resulting contract is subject to the payment reporting requirements described in FAR 4.904, the TIN provided hereunder may be matched with IRS records to verify the accuracy of the offeror's TIN. (d) Taxpayer Identification Number (TIN). ___ TIN:.-------------------------------------------------------___ TIN has been applied for. ___ TIN is not required because: ___ Offeror is a nonresident alien, foreign corporation, or foreign partnership that does not have income effectively connected with the conduct of a trade or business in the United States and does not have an office or place of business or a fiscal paying agent in the United States; ___ Offeror is an agency or instrumentality of a foreign government; ___ Offeror is an agency or instrumentality of the Federal Government. (e) Type of organization.

W911QY-11-R-0008 Page 39 of 67

___ Sole proprietorship; ___ Partnership; ___ Corporate entity (not tax-exempt); ___ Corporate entity (tax-exempt); ___ Government entity (Federal, State, or local); ___ Foreign government; ___ International organization per 26 CFR 1.6049-4; ___ Other-------------------------------------------------------(f) Common parent. ___ Offeror is not owned or controlled by a common parent as defined in paragraph (a) of this provision. ___ Name and TIN of common parent: Name------------------------------------------------------------------TIN-------------------------------------------------------------------(End of provision)

52.204-8

ANNUAL REPRESENTATIONS AND CERTIFICATIONS (JAN 2011)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is -------------- [insert NAICS code]. (2) The small business size standard is -------------- [insert size standard]. (3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees. (b)(1) If the clause at 52.204-7, Central Contractor Registration, is included in this solicitation, paragraph (d) of this provision applies. (2) If the clause at 52.204-7 is not included in this solicitation, and the offeror is currently registered in CCR, and has completed the ORCA electronically, the offeror may choose to use paragraph (d) of this provision instead of completing the corresponding individual representations and certifications in the solicitation. The offeror shall indicate which option applies by checking one of the following boxes: (__) Paragraph (d) applies. (__) Paragraph (d) does not apply and the offeror has completed the individual representations and certifications in the solicitation.

W911QY-11-R-0008 Page 40 of 67

(c)(1) The following representations or certifications in ORCA are applicable to this solicitation as indicated: (i) 52.203-2, Certificate of Independent Price Determination. This provision applies to solicitations when a firmfixed-price contract or fixed-price contract with economic price adjustment is contemplated, unless-(A) The acquisition is to be made under the simplified acquisition procedures in Part 13; (B) The solicitation is a request for technical proposals under two-step sealed bidding procedures; or (C) The solicitation is for utility services for which rates are set by law or regulation. (ii) 52.203-11, Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions. This provision applies to solicitations expected to exceed $150,000. (iii) 52.204-3, Taxpayer Identification. This provision applies to solicitations that do not include the clause at 52.204-7, Central Contractor Registration. (iv) 52.204-5, Women-Owned Business (Other Than Small Business).This provision applies to solicitations that-(A) Are not set aside for small business concerns; (B) Exceed the simplified acquisition threshold; and (C) Are for contracts that will be performed in the United States or its outlying areas. (v) 52.209-5, Certification Regarding Responsibility Matters. This provision applies to solicitations where the contract value is expected to exceed the simplified acquisition threshold. (vi) 52.214-14, Place of Performance--Sealed Bidding. This provision applies to invitations for bids except those in which the place of performance is specified by the Government. (vii) 52.215-6, Place of Performance. This provision applies to solicitations unless the place of performance is specified by the Government. (viii) 52.219-1, Small Business Program Representations (Basic & Alternate I). This provision applies to solicitations when the contract will be performed in the United States or its outlying areas. (A) The basic provision applies when the solicitations are issued by other than DoD, NASA, and the Coast Guard. (B) The provision with its Alternate I applies to solicitations issued by DoD, NASA, or the Coast Guard. (ix) 52.219-2, Equal Low Bids. This provision applies to solicitations when contracting by sealed bidding and the contract will be performed in the United States or its outlying areas. (x) 52.222-22, Previous Contracts and Compliance Reports. This provision applies to solicitations that include the clause at 52.222-26, Equal Opportunity. (xi) 52.222-25, Affirmative Action Compliance. This provision applies to solicitations, other than those for construction, when the solicitation includes the clause at 52.222-26, Equal Opportunity. (xii) 52.222-38, Compliance with Veterans' Employment Reporting Requirements. This provision applies to solicitations when it is anticipated the contract award will exceed the simplified acquisition threshold and the contract is not for acquisition of commercial items.

W911QY-11-R-0008 Page 41 of 67

(xiii) 52.223-1, Biobased Product Certification. This provision applies to solicitations that require the delivery or specify the use of USDA-designated items; or include the clause at 52.223-2, Affirmative Procurement of Biobased Products Under Service and Construction Contracts. (xiv) 52.223-4, Recovered Material Certification. This provision applies to solicitations that are for, or specify the use of, EPA-designated items. (xv) 52.225-2, Buy American Act Certificate. This provision applies to solicitations containing the clause at 52.2251. (xvi) 52.225-4, Buy American Act--Free Trade Agreements—Israeli Trade Act Certificate. (Basic, Alternate I, and Alternate II) This provision applies to solicitations containing the clause at 52.225-3. (A) If the acquisition value is less than $25,000, the basic provision applies. (B) If the acquisition value is $25,000 or more but is less than $50,000, the provision with its Alternate I applies. (C) If the acquisition value is $50,000 or more but is less than $67,826, the provision with its Alternate II applies. (xvii) 52.225-6, Trade Agreements Certificate. This provision applies to solicitations containing the clause at 52.225-5. (xviii) 52.225-20, Prohibition on Conducting Restricted Business Operations in Sudan--Certification. This provision applies to all solicitations. (xix) 52.225-25, Prohibition on Engaging in Sanctioned Activities Relating to Iran--Certification. This provision applies to all solicitations. (xx) 52.226-2, Historically Black College or University and Minority Institution Representation. This provision applies to-(A) Solicitations for research, studies, supplies, or services of the type normally acquired from higher educational institutions; and (B) For DoD, NASA, and Coast Guard acquisitions, solicitations that contain the clause at 52.219-23, Notice of Price Evaluation Adjustment for Small Disadvantaged Business Concerns. (2) The following certifications are applicable as indicated by the Contracting Officer: (Contracting Officer check as appropriate.) ------(i) 52.219-22, Small Disadvantaged Business Status. ------(A) Basic. ------(B) Alternate I. ------(ii) 52.222-18, Certification Regarding Knowledge of Child Labor for Listed End Products. ------(iii) 52.222-48, Exemption from Application of the Service Contract Act to Contracts for Maintenance, Calibration, or Repair of Certain Equipment Certification.

W911QY-11-R-0008 Page 42 of 67 ------(iv) 52.222-52 Exemption from Application of the Service Contract Act to Contracts for Certain Services-Certification. ------(v) 52.223-9, with its Alternate I, Estimate of Percentage of Recovered Material Content for EPA-Designated Products (Alternate I only). ------(vi) 52.223-13, Certification of Toxic Chemical Release Reporting. ------(vii) 52.227-6, Royalty Information. ------ (A) Basic. ------ (B) Alternate I. ------(viii) 52.227-15, Representation of Limited Rights Data and Restricted Computer Software. (d) The offeror has completed the annual representations and certifications electronically via the Online Representations and Certifications Application (ORCA) website at http://orca.bpn.gov. After reviewing the ORCA database information, the offeror verifies by submission of the offer that the representations and certifications currently posted electronically that apply to this solicitation as indicated in paragraph (c) of this provision have been entered or updated within the last 12 months, are current, accurate, complete, and applicable to this solicitation (including the business size standard applicable to the NAICS code referenced for this solicitation), as of the date of this offer and are incorporated in this offer by reference (see FAR 4.1201); except for the changes identified below (offeror to insert changes, identifyingchange by clause number, title, date). These amended representation(s) and/or certification(s) are also incorporated in this offer and are current, accurate, and complete as of the date of this offer. -----------------------------------------------------------------------FAR Clause Title Date Change ----------------------------------------------------------------------------------------------------------------------------------------------------------------------Any changes provided by the offeror are applicable to this solicitation only, and do not result in an update to the representations and certifications posted on ORCA. (End of Provision)

52.207-4

ECONOMIC PURCHASE QUANTITY--SUPPLIES (AUG 1987)

(a) Offerors are invited to state an opinion on whether the quantity(ies) of supplies on which bids, proposals or quotes are requested in this solicitation is (are) economically advantageous to the Government. _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ Each offeror who believes that acquisitions in different quantities would be more advantageous is invited to recommend an economic purchase quantity. If different quantities are recommended, a total and a unit price must be quoted for applicable items. An economic purchase quantity is that quantity at which a significant price break occurs. If there are significant price breaks at different quantity points, this information is desired as well. OFFEROR RECOMMENDATIONS PRICE

W911QY-11-R-0008 Page 43 of 67 ITEM QUANTITY QUOTATION TOTAL _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ (c) The information requested in this provision is being solicited to avoid acquisitions in disadvantageous quantities and to assist the Government in developing a data base for future acquisitions of these items. However, the Government reserves the right to amend or cancel the solicitation and resolicit with respect to any individual item in the event quotations received and the Government's requirements indicate that different quantities should be acquired. (End of provision)

52.209-5

CERTIFICATION REGARDING RESPONSIBILITY MATTERS (APR 2010)

(a)(1) The Offeror certifies, to the best of its knowledge and belief, that(i) The Offeror and/or any of its Principals(A) Are ( ) are not ( ) presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency; (B) Have ( ) have not ( ), within a three-year period preceding this offer, been convicted of or had a civil judgment rendered against them for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) contract or subcontract; violation of Federal or State antitrust statutes relating to the submission of offers; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, violating Federal criminal tax laws, or receiving stolen property (if offeror checks “have”, the offeror shall also see 52.209-7, if included in this solicitation); and (C) Are ( ) are not ( ) presently indicted for, or otherwise criminally or civilly charged by a governmental entity with, commission of any of the offenses enumerated in paragraph (a)(1)(i)(B) of this provision.; and (D) Have [ballot], have not [ballot], within a three-year period preceding this offer, been notified of any delinquent Federal taxes in an amount that exceeds $3,000 for which the liability remains unsatisfied. (1) Federal taxes are considered delinquent if both of the following criteria apply: (i) The tax liability is finally determined. The liability is finally determined if it has been assessed. A liability is not finally determined if there is a pending administrative or judicial challenge. In the case of a judicial challenge to the liability, the liability is not finally determined until all judicial appeal rights have been exhausted. (ii) The taxpayer is delinquent in making payment. A taxpayer is delinquent if the taxpayer has failed to pay the tax liability when full payment was due and required. A taxpayer is not delinquent in cases where enforced collection action is precluded. (2) Examples. (i) The taxpayer has received a statutory notice of deficiency, under I.R.C. Sec. 6212, which entitles the taxpayer to seek Tax Court review of a proposed tax deficiency. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek Tax Court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (ii) The IRS has filed a notice of Federal tax lien with respect to an assessed tax liability, and the taxpayer has been issued a notice under I.R.C. Sec. 6320 entitling the taxpayer to request a hearing with the IRS Office of Appeals

W911QY-11-R-0008 Page 44 of 67 contesting the lien filing, and to further appeal to the Tax Court if the IRS determines to sustain the lien filing. In the course of the hearing, the taxpayer is entitled to contest the underlying tax liability because the taxpayer has had no prior opportunity to contest the liability. This is not a delinquent tax because it is not a final tax liability. Should the taxpayer seek tax court review, this will not be a final tax liability until the taxpayer has exercised all judicial appeal rights. (iii) The taxpayer has entered into an installment agreement pursuant to I.R.C. Sec. 6159. The taxpayer is making timely payments and is in full compliance with the agreement terms. The taxpayer is not delinquent because the taxpayer is not currently required to make full payment. (iv) The taxpayer has filed for bankruptcy protection. The taxpayer is not delinquent because enforced collection action is stayed under 11 U.S.C. 362 (the Bankruptcy Code). (ii) The Offeror has ( ) has not ( ), within a three-year period preceding this offer, had one or more contracts terminated for default by any Federal agency. (2) Principal, for the purposes of this certification, means an officer, director, owner, partner, or a person having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a division or business segment; and similar positions). (b) The Offeror shall provide immediate written notice to the Contracting Officer if, at any time prior to contract award, the Offeror learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. (c) A certification that any of the items in paragraph (a) of this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Offeror's responsibility. Failure of the Offeror to furnish a certification or provide such additional information as requested by the Contracting Officer may render the Offeror nonresponsible. (d) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by paragraph (a) of this provision. The knowledge and information of an Offeror is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. (e) The certification in paragraph (a) of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Offeror knowingly rendered an erroneous certification, in addition to other remedies available to the Government, the Contracting Officer may terminate the contract resulting from this solicitation for default. (End of provision)

52.215-6

PLACE OF PERFORMANCE (OCT 1997)

(a) The offeror or respondent, in the performance of any contract resulting from this solicitation, ( ) intends, ( ) does not intend (check applicable block) to use one or more plants or facilities located at a different address from the address of the offeror or respondent as indicated in this proposal or response to request for information. (b) If the offeror or respondent checks “intends” in paragraph (a) of this provision, it shall insert in the following spaces the required information: Place of Performance(Street Address, City, State, County, Zip Code)

W911QY-11-R-0008 Page 45 of 67 Name and Address of Owner and Operator of the Plant or Facility if Other Than Offeror or Respondent (End of provision)

52.222-22

PREVIOUS CONTRACTS AND COMPLIANCE REPORTS (FEB 1999)

The offeror represents that -(a) ( ) It has, ( ) has not participated in a previous contract or subcontract subject to the Equal Opportunity clause of this solicitation; (b) ( ) It has, ( ) has not, filed all required compliance reports; and (c) Representations indicating submission of required compliance reports, signed by proposed subcontractors, will be obtained before subcontract awards. (End of provision)

52.230-1

COST ACCOUNTING STANDARDS NOTICES AND CERTIFICATION (OCT 2008)

Note: This notice does not apply to small businesses or foreign governments. This notice is in three parts, identified by Roman numerals I through III. Offerors shall examine each part and provide the requested information in order to determine Cost Accounting Standards (CAS) requirements applicable to any resultant contract. If the offeror is an educational institution, Part II does not apply unless the contemplated contract will be subject to full or modified CAS coverage pursuant to 48 CFR 9903.201-2(c)(5) or 9903.201-2(c)(6), respectively. I. DISCLOSURE STATEMENT--COST ACCOUNTING PRACTICES AND CERTIFICATION (a) Any contract in excess of $650,000 resulting from this solicitation will be subject to the requirements of the Cost Accounting Standards Board (48 CFR Chapter 99), except for those contracts which are exempt as specified in 48 CFR 9903.201-1. (b) Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of 48 CFR Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 CFR 9903.202. When required, the Disclosure Statement must be submitted as a part of the offeror's proposal under this solicitation unless the offeror has already submitted a Disclosure Statement disclosing the practices used in connection with the pricing of this proposal. If an applicable Disclosure Statement has already been submitted, the offeror may satisfy the requirement for submission by providing the information requested in paragraph (c) of Part I of this provision. CAUTION: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure Statement shall not, by virtue of such disclosure, be deemed to be a proper, approved, or agreed-to practice for pricing proposals or accumulating and reporting contract performance cost data. (c) Check the appropriate box below: (1) Certificate of Concurrent Submission of Disclosure Statement.

W911QY-11-R-0008 Page 46 of 67

The offeror hereby certifies that, as a part of the offer, copies of the Disclosure Statement have been submitted as follows: (i) original and one copy to the cognizant Administrative Contracting Officer (ACO) or cognizant Federal agency official authorized to act in that capacity (Federal official), as applicable, and (ii) one copy to the cognizant Federal auditor. (Disclosure must be on Form No. CASB DS-1 or CASB DS-2, as applicable. Forms may be obtained from the cognizant ACO or Federal official and/or from the loose-leaf version of the Federal Acquisition Regulation.) Date of Disclosure Statement: ______________________ Name and Address of Cognizant ACO or Federal Official Where Filed: ____________________________________ The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the Disclosure Statement. (2) Certificate of Previously Submitted Disclosure Statement. The offeror hereby certifies that the required Disclosure Statement was filed as follows: Date of Disclosure Statement: _______________________ Name and Address of Cognizant ACO or Federal Official Where Filed: _______________________________________ The offeror further certifies that the practices used in estimating costs in pricing this proposal are consistent with the cost accounting practices disclosed in the applicable Disclosure Statement. (3) Certificate of Monetary Exemption. The offeror hereby certifies that the offeror, together with all divisions, subsidiaries, and affiliates under common control, did not receive net awards of negotiated prime contracts and subcontracts subject to CAS totaling more than $50 million (of which at least one award exceeded $1 million) in the cost accounting period immediately preceding the period in which this proposal was submitted. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately. (4) Certificate of Interim Exemption. The offeror hereby certifies that (i) the offeror first exceeded the monetary exemption for disclosure, as defined in (3) of this subsection, in the cost accounting period immediately preceding the period in which this offer was submitted and (ii) in accordance with 48 CFR 9903.202-1, the offeror is not yet required to submit a Disclosure Statement. The offeror further certifies that if an award resulting from this proposal has not been made within 90 days after the end of that period, the offeror will immediately submit a revised certificate to the Contracting Officer, in the form specified under subparagraph (c)(1) or (c)(2) of Part I of this provision, as appropriate, to verify submission of a completed Disclosure Statement. CAUTION: Offerors currently required to disclose because they were awarded a CAS-covered prime contract or subcontract of $50 million or more in the current cost accounting period may not claim this exemption (4). Further, the exemption applies only in connection with proposals submitted before expiration of the 90-day period following the cost accounting period in which the monetary exemption was exceeded. II. COST ACCOUNTING STANDARDS--ELIGIBILITY FOR MODIFIED CONTRACT COVERAGE If the offeror is eligible to use the modified provisions of 48 CFR 9903.201-2(b) and elects to do so, the offeror shall indicate by checking the box below. Checking the box below shall mean that the resultant contract is subject to the Disclosure and Consistency of Cost Accounting Practices clause in lieu of the Cost Accounting Standards clause.

W911QY-11-R-0008 Page 47 of 67

( ) The offeror hereby claims an exemption from the Cost Accounting Standards clause under the provisions of 48 CFR 9903.201-2(b) and certifies that the offeror is eligible for use of the Disclosure and Consistency of Cost Accounting Practices clause because during the cost accounting period immediately preceding the period in which this proposal was submitted, the offeror received less than $50 million in awards of CAS-covered prime contracts and subcontracts. The offeror further certifies that if such status changes before an award resulting from this proposal, the offeror will advise the Contracting Officer immediately. CAUTION: An offeror may not claim the above eligibility for modified contract coverage if this proposal is expected to result in the award of a CAS-covered contract of $50 million or more or if, during its current cost accounting period, the offeror has been awarded a single CAS-covered prime contract or subcontract of $25 million or more. III. ADDITIONAL COST ACCOUNTING STANDARDS APPLICABLE TO EXISTING CONTRACTS The offeror shall indicate below whether award of the contemplated contract would, in accordance with subparagraph (a)(3) of the Cost Accounting Standards clause, require a change in established cost accounting practices affecting existing contracts and subcontracts. ( ) YES ( ) NO (End of provision

BUY AMERICAN ACT--BALANCE OF PAYMENTS PROGRAM CERTIFICATE (DEC 2009) (a) Definitions. “Commercially available off-the-shelf (COTS) item,” “component,” “domestic end product,” “foreign end product,” “qualifying country,” “qualifying country end product,” and “United States” have the meanings given in the Buy American Act and Balance of Payments Program clause of this solicitation. (b) Evaluation. The Government-(1) Will evaluate offers in accordance with the policies and procedures of Part 225 of the Defense Federal Acquisition Regulation Supplement; and (2) Will evaluate offers of qualifying country end products without regard to the restrictions of the Buy American Act or the Balance of Payments Program. (c) Certifications and identification of country of origin. (1) For all line items subject to the Buy American Act and Balance of Payments Program clause of this solicitation, the offeror certifies that-(i) Each end product, except those listed in paragraph (c)(2) or (3) of this provision, is a domestic end product; and (ii) For end products other than COTS items, components of unknown origin are considered to have been mined, produced, or manufactured outside the United States or a qualifying country. (2) The offeror certifies that the following end products are qualifying country end products: ----------------------------------------------------------------------(Line Item Number Country of Origin)

W911QY-11-R-0008 Page 48 of 67 ----------------------------------------------------------------------(Country of Origin) (3) The following end products are other foreign end products, including end products manufactured in the United States that do not qualify as domestic end products, i.e., an end product that is not a COTS item and does not meet the component test in paragraph (ii) of the definition of ``domestic end product'': (Line Item Number)----------------------------------------------------(Country of Origin (If known))----------------------------------------(End of provision)

W911QY-11-R-0008 Page 49 of 67 Section L - Instructions, Conditions and Notices to Bidders

L.1. AMC-LEVEL PROTEST PROGRAM (October 1996) If you have complaints about this procurement, it is preferable that you first attempt to resolve those concerns with the responsible Contracting Officer. However, you may also protest to Headquarters (HQ), Army Materiel Command. The HQ, AMC-Level Protest Program is intended to encourage interested parties to seek resolution of their concerns within AMC as an Alternative Dispute Resolution forum, rather than filing a protest with the General Accounting Office (GAO) or other external forum. Contract award or performance is suspended during the protest to the same extent, and within the same time periods, as if filed at the GAO. The AMC protest decision goal is to resolve protests within 20 working days from filing. To be timely, protests must be filed within the periods specified in FAR 33.103. Send protests (other than protests to the Contracting Officer) to: HQ Army Materiel Command Office of Command Counsel ATTN: AMCCC-PL 5001 Eisenhower Avenue Alexandria, Virginia 22333-0001 Facsimile Number Voice Number (703) 617-4999/5680 (703) 617-8176

The AMC-level protest procedures are found at: HTTP://WWW.DTIC.DLA.MIL/AMC If Internet access is not available contact the Contracting Officer or HQ, AMC to obtain the AMC-Level Protest Procedures. Protest filed with the Contracting Officer shall be submitted to the address designated in Section I, FAR Clause 52.233-2, of the solicitation or in the paragraph entitled “Remedies” of the AMC-Level Protest Procedures whenever Internet access is not available to the Contractor. For all protests filed with the Contracting Officer, the Contracting Officer shall continue to serve as the Protest Decision Authority. L.2. PRE AWARD SURVEY: A Pre-Award Survey may be conducted to examine the offeror's technical ability, production capacity, management structure, financial capability, accounting systems, security controls/clearances, labor resources, performance record, and ability to meet required schedules. L.3. PRE CONTRACT COSTS: The Contractor will not be reimbursed for any costs incurred prior to the effective date of the contract. L.4. DISCLOSURE OF PROPOSAL Information contained in the offeror's technical/management or price proposal may be released under the Freedom of Information Act (5 U.S.C. 552) upon request from the public except to the extent it contains trade secrets and privileged or confidential or financial information. If the offeror's proposal contains material meeting this description which is customarily maintained in confidence in the course of the offeror's business and which is not otherwise publicly available, and if the offeror does not want it disclosed to the public, he shall mark the title page with the legend that follows. “This proposal, furnished in response to Request for Proposal No. W911QY-11-R-0008 contains trade secrets and/or privileged or confidential or financial information. This information is maintained in confidence in the course of the offeror's business and is not otherwise publicly available. The offeror submits this information to the Government in confidence and understands that it is received with that intent. This information shall not be released

W911QY-11-R-0008 Page 50 of 67 or disclosed outside the Government under the Freedom of Information Act (5 U.S.C. 552) or under any other circumstances." Proposals so marked will be accepted by the Government in confidence and will not be released provided that the offeror and/ or the Government can show, upon request under the Freedom of Information Act, that disclosure would either (1) impair the Government's ability to obtain necessary information in the future or (2) cause substantial harm to the competitive position of the offeror. L.5. PROPOSAL SUBMISSION You are invited to submit proposal(s) in accordance with Paragraph L8, Proposal Preparation Instructions, to arrive at the office not later than the date and time specified on page 1, box 9 of W911QY-11-R-0008. Offeror may submit more than two (2) proposals, but each proposal submitted must stand on its own, not rely on references to other proposals, and meet each of the requirements of this solicitation. The Government will evaluate each proposal independently, and those proposals failing to meet the criteria identified in Section M of this document will be found unacceptable. All proposals delivered in response to this solicitation shall reflect the following on the address label:    Solicitation Number “W911QY-11-R-0008” The legend "TO BE DELIVERED UNOPENED TO - Sean Murphy and Huy Le” The volume and copy number contained in each package/box.

All proposal documents must be delivered, prior to the date and time stated on page 1, box 9 of W911QY-11-R0008, to: US Army Soldiers System Center Natick Contracting Division ATTN: CCRD-NA-SY, Huy Le 1 Kansas St Natick, MA 01760 Offeror’s are absolutely responsible for ensuring that proposals arrive at this address on time or they will not be considered for evaluation. Do not submit a transmittal letter with your proposal. Submission of a transmittal letter with your proposal is unnecessary and statements therein frequently create conflicts or ambiguities, raising the possibility that your proposal takes exception to the terms and conditions of the solicitation. L.6. SEQUENCE OF EVENTS The source selection process will involve evaluation of proposals and samples in accordance with Section M of this document. Among the Government’s goals are the execution of an efficient competition and prompt contract award. Therefore, after compilation of evaluation ratings for each of the proposals that did not receive any “Unacceptable” ratings, the Government will make a determination regarding which of the remaining proposals are “Most Highly Rated”. See FAR 52.215-1Alt 1. Proposals not falling in this classification will be removed from further consideration. This selection will constitute an initial “competitive range” determination, made in accordance with FAR 15.306(c)(1), and a determination to further evaluate only those offers “Most Highly Rated” in accordance with FAR 15.306(c)(2). Discussions may be held with all offeror’s remaining in the competitive range to enhance the understanding of Government evaluators and the Source Selection Authority. Upon completion of all

W911QY-11-R-0008 Page 51 of 67 discussions (if any), offeror’s remaining in the competitive range will be requested to submit Final Proposal Revision (FPR). The Government will evaluate all proposals that are received prior to the deadline date and time stated on page 1, box 9 of W911QY-11-R-0008, in accordance with the procedures outlined in Section M. Multiple proposals may be selected for the final award; however, the Government reserves the right not to make any award if no proposal is found to represent a “best value” to the Government. The Government will employ streamlined source selection techniques to evaluate proposals, conduct negotiations (if necessary) and determine the successful offeror in this acquisition. “Offer,” for the purposes of this solicitation, shall be defined as a response to the solicitation that, if accepted, would legally bind the offeror to perform the resultant contract. The following describes the basic sequence of events offeror’s can expect during proposal evaluation and negotiation: The offeror’s proposal shall be submitted in accordance with paragraph L8, entitled “PROPOSAL PREPARATION INSTRUCTIONS - GENERAL”. Upon receipt, the proposals will be reviewed for completeness and compliance with RFP requirements. The proposals will receive a detailed evaluation employing the process and criteria identified in Section M of this RFP. THE GOVERNMENT RESERVES THE RIGHT TO AWARD A CONTRACT BASED ON INITIAL SUBMISSIONS, WITHOUT EXCHANGES AND/OR DISCUSSIONS. In accordance with FAR 15.306, the Government may conduct exchanges with offeror after receipt of proposals, prior to award if award is made without discussions, or leading to the establishment of the competitive range. In the event the Government does not award without discussions, the Government may conduct discussions with all offeror, or, based on the initial evaluations, render a competitive range determination and conduct discussions with only those offeror remaining in the competitive range. In accordance with FAR 15.306(c), the competitive range will consist only of those offers that are the most highly rated offers. Therefore, the offeror’s initial proposal shall represent the offeror’s best effort and contain the offeror’s best terms from a technical and price standpoint. In the event the Government has not rendered a competitive range determination, the Government may conduct exchanges (clarifications) with offeror to enhance the Government’s understanding of proposals; allow reasonable interpretation of the proposal; or facilitate the Government’s evaluation process. Such communications shall not be used to cure proposal deficiencies or material omissions, materially alter the technical or cost elements of the proposal, and/or otherwise revise the proposal. Such communications may be considered in rating proposals for the purpose of establishing the competitive range. Furthermore, such communications do not and will not permit offeror’s to modify, revise, or otherwise change any element of their proposal. The Contracting Officer may request a "Final Proposal Revision" (FPR) from those Offeror’s remaining in the competitive range. The Contracting Officer will establish a common due date and time for the submission of FPRs. The final proposal revision will be requested in substantially the same format as follows: “Regarding your offer submitted in response to the above referenced solicitation, discussions with Offeror’s are now concluded. You have the opportunity, if you so desire, to submit a FPR by TBD AM/PM on TBD, 2011. Major revisions are not expected, but should you revise your offer in any way, complete and detailed support for the revision and any other affected part of your proposal must accompany the revision. In the event the price is revised, a complete cost breakdown setting forth the revisions and basis therefore, shall be submitted with the revised offer. The Government reserves the right to reject any proposal data specified above if not submitted with a revision or, if submitted, is inadequate to establish the acceptability of the revised offer. Any revision received after the closing time and date will be considered a late offer in accordance with FAR 52.215-1, Instructions to Offeror’s, Competitive Acquisition."

W911QY-11-R-0008 Page 52 of 67 If a FPR is requested, it will be evaluated in accordance with the appropriate proposal evaluation procedures contained in Section M. Unexplained, or inadequately explained, departures from the previous submission may have a significant negative impact on the evaluation of the offeror’s proposal. L.7. TECHNICAL REFERENCE LIBRARY A Technical Reference Library is located at U.S. Army Soldier Systems Center Command, Kansas Street, Natick, Massachusetts. The library is the Command’s general technical library, not a bidders’ library established specifically for this program. The library will be available for visitation from 0800 to 1700 on normal Government working days. Appointments must be made at least three working days in advance of the library visit by contacting telephone (508) 233 5920 or FAX (508) 233 5286 (NO COLLECT CALLS WILL BE ACCEPTED). L.8. PROPOSAL PREPARATION INSTRUCTIONS - GENERAL Each proposal submitted must be complete and stand alone. Offeror’s shall submit complete, separate and individual US Army Camouflage Improvement Effort proposals in accordance with Section L, paragraph L.10. Each proposal shall comply fully with these instructions. FAILURE TO DO SO MAY BE CAUSE FOR REJECTION. The proposal shall include all of the information requested in these instructions. The Offeror shall clearly state how they intend to meet the requirements. Mere acknowledgment or restatement of a requirement or task is not acceptable. The information contained in each proposal shall be presented in a clear, coherent and concise manner. Vague or terse statements such as “will comply”, “noted and understood”, etc. are not acceptable. The proposal shall be limited to the information that is necessary to convey a point and shall not be overly elaborate. The Government anticipates the receipt of unclassified proposals. Offerors are advised that prior to award the Government may, at its discretion, incorporate portions of the successful Contractor’s proposal, including information provided by the Offeror during discussions, into the contract.

L.9. DELIVERY INSTRUCTIONS Offers shall be submitted in loose leaf, three-ring binders accompanied by CD copies. Offeror’s shall submit one original proposal, clearly marked as the original, of each volume. Each volume shall have a cover sheet marked with the volume number, copy number (e.g., Copy 1 of 5), title, RFP identification, classification and offeror's name. Documents shall be stamped “For Official Use Only and Source Selection Sensitive.” Volume(s) number, copy number and title must also be on the edge of the binder to allow for rapid accountability when placed in a vertical position in a storage cabinet. Cartons must be numbered and packaged in such a manner as to allow a complete inventory after opening without removing any binders or documents. Proposals shall be physically received at the location, prior to the date and time specified herein. Late proposals will be handled in accordance with FAR 52.215-1(c)(3). Offeror must also mark any proprietary information contained in their proposals with a notation substantially the same as follows: “_______________________”(Fill in Company Name)

W911QY-11-R-0008 Page 53 of 67 “PROPRIETARY INFORMATION - SEE FAR 3.104-4”

L.10. SPECIAL INSTRUCTIONS FOR PREPARATION OF PROPOSALS This solicitation requires submission of Product Demonstration Samples (PDSs) with the Offeror's proposal, by the due date specified in the solicitation. The purpose of the PDSs is to demonstrate the Offeror's ability to translate from the Performance Specification to an actual end item. This also will provide evidence of the Offeror's degree of understanding of the requirements of the Performance Specification and solicitation. Consequently, the solicitation will permit only an initial submission of the PDS; Offerors will not be given the opportunity to present subsequent submissions of PDSs to correct deficiencies noted in the Government's evaluation of initial PDSs. Therefore, it is imperative that Offerors put forth their best effort in constructing their PDSs. The offeror shall submit PDS for the Army Camouflage improvements program , which it believes, represents the best response to the stated performance requirements in the Statement of Work. Offeror’s are to submit all information for the five areas; Area I, Area II, Area III, Area IV, and Area V as shown below. The proposals will be evaluated and Offeror’s who are determined to be in the competitive range will move on to user evaluation. The proposals will be evaluated IAW Section M of this solicitation. A proposal shall consist of only ONE family of patterns (Woodland, Transitional, Arid, OCIE/PPE). The Contractor shall not submit more than two (2) proposals. Each proposal submitted shall be a complete proposal, including all requested volumes, in accordance with Section L, and will not rely on any other proposal submitted. Volume Content: Proposals shall be submitted in five volumes. Areas I and II shall be VOID of any proposal price information. Each volume shall be a stand-alone document and shall clearly and completely provide the information being requested.

VOLUME Area I Area II

CONTENT Technical Proposal Management/Production Readiness Proposal Contract/Cost/Price Proposal Past Performance Proposal

COPIES Original + 2 copies + 1 CD Original + 2 copies + 1 CD

Area III Area IV CD Area V

Original + 2 copies + 1 CD Original + 2 copies + 1

Small Business Participation Plan Proposal

Original + 2 copies + 1CD

Page Limitations. Area I (Technical Proposal) shall be written and consist of a maximum of 35 pages. Area II (Management/Production Readiness Proposal) shall consist of a maximum 25 pages, not including the Offeror’s Quality Assurance Plan. Area IV (Past Performance Proposal) shall consist of a maximum 10 pages each. Area V (Small Business Participation Plan) shall consist of a maximum 15 pages each. Areas and number of copies each are identified above. Submission shall be limited to the number of pages specified, total inclusive of any drawings, charts, etc. Type shall be no smaller than a font size of ten (10) and shall have 1.5 line spacing. Page size shall not exceed 8 ½” x 11”. Fold-out illustrations required for reader ease are allowed, however, illustration shall be counted in 8 ½” x 11” increments (e.g., an 11” x 17” document will count as two pages). AREA I. Technical Proposal

W911QY-11-R-0008 Page 54 of 67 Factor A: Product Demonstration Sample (PDS). The Offeror is responsible for delivering PDS submissions that are competitive when evaluated against the current baselines identified in Section C; in other words, the submissions must attempt to meet or exceed the performance of the current baselines. The PDSs shall be devoid of any identifiable markings (e.g. brand names or company names). The Offeror shall submit the following items as demonstration of their ability to meet the requirements of this solicitation. a. An electronic file, with the following characteristics, for each camouflage pattern in the family:  The required file format is: Adobe Photoshop multi-channel image with “spot channel option” that is actual size and orientation;  Channel 1 is printed first (i.e., bottom layer), channel 2 is printed next, and so on;  The file must represent the full pattern repeat; and  The file must be compatible with Adobe Photoshop version CS 5. For each pattern either (a) a physical sample (substrate can be paper or fabric) OR (b) a Pantone color chip reference. All samples / chips will be evaluated under lighting that represents outdoor conditions. Colors must be achievable on 50/50 nyco ripstop and 500 denier Cordura. A full-sized color print out of each pattern in the family that indicates print orientation and physical dimensions. Note that these printouts will not be used for color rendering purposes.

b.

c.

Factor B: Written Technical Proposal. The Offeror shall submit a technical description of theproposed family of patterns in sufficient detail. This must include: a. b. c. d. e. The process used to arrive at the proposed camouflage patterns; Interim test results, if available, purporting each pattern’s performance; For each pattern, the colors used (by name/designation and color %); The pattern repeat dimensions and orientation; For each uniform pattern, the yardage (i.e., width and length dimensions) needed to manufacture one, size large, Army Combat Uniform (ACU) given the camouflage pattern layout required for the proposed approach. Evidence of technical feasibility that ensures the colors and pattern in the proposed camouflage pattern can be commercially produced. Evidence must be in the form of two (2) letters of technical feasibility – one from the prime or subcontractor and one from an independent printer. The letters will not be counted against the total technical proposal page count but must be explained in the body of the proposal. The letter must mention each color used in the pattern and rate the technical feasibility of producing the combined visible/NIR/SWIR color. Consideration must be given to the color interactions within a pattern when assessing an individual color’s printability and consistent reproducibility (see table below for guidance). The technical feasibility scale to be used is as follows:     Commercially available Achievable but requires minor tweaking Achievable but requires major tweaking Not achievable

f.

 

Visible / NIR – Color Feasibility on Substrate 

Shade is 

W911QY-11-R-0008 Page 55 of 67

 

Commercially  Achievable  Achievable  w/  MINOR  w/  MAJOR  available  tweaking  tweaking  Wooded Pattern (Uniform on 50/50 Nyco)       Color 1       Color …       Color W                   

Not  achievable 

consistently  reproducible?  (Yes / No)                                 

     

Transitional Pattern (Uniform on 50/50 Nyco)       Color 1             Color …             Color X        Arid Pattern (Uniform on 50/50 Nyco)       Color 1             Color …             Color Y        Transitional Pattern (OCIE/PPE on 500 denier Cordura)       Color 1             Color …             Color Z       
AREA II – Management/Production Readiness Proposal

                 

Information for the Management/Production Readiness Proposal pertains to all proposed significant subcontractor and material suppliers as well as the prime. Factor A: Producibility of Print. Proposals shall clearly describe the producibility of the submitted pattern. The proposal should address how the Offeror anticipates printing the pattern. It should also address the printer or printers on the team. Factor B: Manufacturability of End Item. Proposal shall clearly indicate the fabric usage required to manufacture one, size large, Army Combat Uniform (ACU) from each uniform pattern proposed and one, size large, set of OCIE from the proposed OCIE pattern. In addition, the Offeror shall propose an estimate with reasoning/explanation for printing costs for 10,000 yards of NyCO Ripstop, and 500 denier fabric. Factor C: Licensing Requirements. Offeror shall fill out attachement 11 (See Section J) and shall propose any changes to the document under this section. All changes must be initialed by an individual in the company with the proper legal authority.

AREA III. Contract/Cost/Price Proposal The Offeror shall complete the following parts of the following sections and provide under a clearly labeled “Section I” of Area III:

W911QY-11-R-0008 Page 56 of 67 a. Section A: Complete the OFFER part of the Standard Form 33 format. An official having the authority to bind the firm contractually shall sign the SF33. If this individual is not an officer of the company, the proposal shall be accompanied by some form of written evidence of the individual's authority to bind the company, under contract, to a particular course of action. This might include such evidence as a written delegation of said authority, signed by an officer of the company Section B: The Offeror shall insert a total cost for each CLIN and respective Government NonExclusive License Option CLIN. Section F: Complete F3 - "Offeror's Proposed Delivery Schedule" if applicable. Section G: Insert the required information in the spaces provided. Section K: Complete all the required certifications, representations, and acknowledgments for the Prime Contractor. Acknowledge any amendments to this solicitation. Amendments must be acknowledged by signature of an official having the authority to bind your firm contractually by the completion of the SF30 or appropriate annotation on the SF33.

b.

c. d. e.

f.

The Offeror shall provide, under a clearly marked “Section II” under Area III, a detailed breakdown and explanation as to how the Offeror came up with the costs provided under Section B, to include the reasonableness of the license fee and the overall ownership cost to the Government. Include a description of the method used to estimate costs and supporting documentation. NOTE: “COST OR PRICING DATA as defined in FAR Subpart 15.4 shall be required if the offeror is seeking a procurement contract award of $650,000 or greater. Failure to include “COST OR PRICING DATA” if $650,000 or greater may result in proposal rejection or contract award delays. Certified cost and pricing data shall be submitted in accordance with Table 15-2 in FAR Subpart 15.408. Sufficient cost/price information is required to allow the Government to make a determination of fair and reasonable price and cost realism. Offeror shall provide any Forward Pricing Rate Agreements, other such Approved Rate Information (e.g. Rate memo’s, etc.) or such other documentation that may assist in expediting negotiations (if not available, state so). Cost Proposals shall be submitted at the level of detail described below and may be submitted in the offeror’s own format. Examples of cost/price data are as follows:         Materials, including raw materials and purchased parts and test equipment; Labor with engineering, manufacturing and service labor shown as separate elements; each labor category should cite hours of labor, hourly rate of pay, and total labor cost; Other direct cost, with supporting documentation; (i.e. travel, testing, etc.) Costs for contractors with whom the lead contractor is teaming; Overhead cost and rates; Facilities capital cost of money (note: if facilities capital cost of money is requested, the offeror shall submit a DD Form 1861); Consultant costs, if applicable, shall include the names of the consultants, purpose on the project, number of days to be employed, and rates of pay per day; Profit or fee (if applicable).

Cost/Price Realism: A proposal is presumed to represent an offeror's best efforts to respond to the solicitation. Any inconsistency, whether real or apparent, between promised performance and cost/price, should be explained in the proposal. For example, if the intended use of new and innovative production techniques is the basis for an abnormally low estimate, the nature of these techniques and their impact on cost/price should be explained; or, if a corporate policy decision has been made to absorb a portion of the estimated cost, that should be stated in the proposal. Any significant inconsistency, if unexplained, raises a fundamental issue of the offeror's understanding of the nature and scope of work required and of its financial ability to perform the contract, and may be grounds for

W911QY-11-R-0008 Page 57 of 67 rejection of the proposal. The contractor shall supply the government with sufficient information to allow the government to assess the reasonableness of the contractor's costs/prices. AREA IV- PAST PERFORMANCE: All information required is applicable to all proposed first-tier subcontractors with whom the offeror is teaming, as well as the offeror. The offeror shall submit with its proposal its first tier subcontractors letter(s) of consent allowing the Government to disclose the sub-Contractors’ past performance to the offeror during negotiations. Contract Descriptions. Past performance information on all contracts (as a prime or subcontractor) over the past three (3) years) which are relevant to the efforts required by this solicitation shall be submitted by each offeror. The Government may choose to investigate contracts prior to the past three (3) years for the purpose of the evaluation. In addition, any and all contracts terminated in whole or in part during the past five (5) years, to include those currently in the process of such termination are considered relevant and the offeror shall provide past performance information for those contracts. Information shall include the following:              Role as prime or subcontractor. Place of performance, CAGE Code and DUNS numbers. Contracting activity, current address, and telephone and FAX number. Procuring Contracting Officer's name, current telephone and FAX number. Technical representative/COR name, current telephone and FAX number. Contract Administrative Activity and the Administrative Contracting Officer's (ACO) name, current telephone and FAX number. Contract Administrative Activity's Pre-Award Monitor's name, current telephone and FAX number. Contract Number. Contract Type. Awarded Cost/Price. Final or projected final cost/price. Original delivery schedule. Final or projected final, delivery schedule.

Performance. For each of the contracts described above the offeror shall describe the objectives achieved detailing how the effort is similar to the requirements of this solicitation. For any contracts which did not/do not meet the original requirements with regard to original cost, schedule, or technical performance, the offeror shall provide a brief explanation of the reason(s) for such shortcomings and any demonstrated corrective actions taken to avoid recurrence. The offeror shall list each time the delivery schedule was revised, and provide an explanation of why the revision was necessary. The offeror shall also provide a copy of any cure notices or show-cause letters received on each contract listed and description of any corrective action taken. For any terminated contracts, the offeror shall indicate the type and reasons for the termination.

AREA V - SMALL BUSINESS PARTICIPATION PLAN: Small Business Participation Plan Template: 1. All Offerors, both small and large businesses, are required to submit Small Business Participation Plan information in accordance with DFARS 215.304 that shall include the following: Total Contract Value (including options): $ __________ Dollar Value of your participation as a prime contractor: $ __________

2. 3.

W911QY-11-R-0008 Page 58 of 67 4. Dollar Value and Percentage of Total Contract Value of Subcontracts Planned For: Dollar Value $__________ $__________ $__________ $__________ $__________ $__________ $__________ Percentage of Total Contract Value __________ __________ __________ __________ __________ __________ __________

Large Total Small Small Non-Disadvantaged Small Woman Owned Small HUB Zone Small Veteran Owned Small Service Disabled Veteran Owned

Each percentage above shall be accompanied by detailed supporting documentation regarding individual commitments. Detailed explanations shall also be provided when the percentage falls short of the DOD goals. NOTE: The sum of the dollar values and percentages of Small Non-Disadvantaged and Small Disadvantaged should equal the Total Dollar Value entry for the Total Small Business Participation category. However, the sum of all the percentages under Paragraph (4) need not equal 100% since the prime is not included and because individual subcontractors may be counted towards more than one category. All percentages should use the TOTAL CONTRACT VALUE as a baseline. a. List principal supplies/services (be specific) to be subcontracted to: Name of Company Large: Small Non-Disadvantaged: Small Disadvantaged: Small Woman Owned: Small HUB Zone: Small Veteran Owned: Type of Service/Supply

______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________

Small Service Disabled Veteran Owned: _________________________________ NOTE: For purposes of subcontracting, Historically Black Colleges and Universities/Minority Institutions (HBCUs/MIs) are considered as disadvantaged and should be broken out separately. b. Prior Performance Information: Provide any information substantiating the Offeror’s track record of utilizing small business on past contracts. Any information concerning long-term relationships with Small Business subcontractors, such as mentor-protégé relationships should be provided.

W911QY-11-R-0008 Page 59 of 67 c. Extent of Commitment: Provide documentation regarding enforceable commitments to utilize any small business category, as defined in FAR, Part 19, as subcontractors.

L.11. QUESTIONS CONCERNING THIS SOLICITATION Any questions concerning this solicitation may be submitted in writing via E-mail to the Contract Specialist, Huy Le, at huy.d.le@us.army.mil, no later than 10 calendar days prior to the closing date of the solicitation. Questions received after that time may not receive a response. Telephone inquires will not be accepted. All questions and answers will be posted on FedBizops as an amendment to the solicitation, and the company/person making the query will remain anonymous. L.12. INCORPORATION OF PROPOSAL Portions of the Contractor's Technical Proposal, as negotiated and accepted by the Government, may be incorporated by reference into the resultant contract. Some or all of the information furnished by the Contractor may be subject to disclosure under the Freedom of Information Act. For this reason the Contractor shall identify information contained in the proposal which the Contractor specifically does not want to be incorporated by reference. Notwithstanding any rights the Government will receive under the contract to the data being protected under the solicitation, any request for information received under the Freedom of Information Act (5 U.S.C 552) for the resulting contract, including any portion of the proposal that was incorporated into the contract, will be reviewed in accordance with the FOIA statute. The Government will contact the Contractor to identify what information, if any, contained in the contract should be withheld from release to the public. The Contractor will then have to demonstrate that the information is a (1) a trade secret or (2) confidential, commercial information. In case of the latter, the Contractor would have to demonstrate, in detail, that disclosure would (1) impair the Government’s ability to obtain necessary information in the future or (2) cause substantial harm to the Contractor. Any changes in these arrangements are to be submitted to the Contracting Officer in advance for approval. In the event of any conflict or ambiguity between the Contractor's Technical Proposal and the Government's Statement of Work, the Government's Statement of Work takes precedence. L.13. QUESTIONS/COMMENTS CONCERNING THIS SOLICITATION: If an offeror has any questions/concerns regarding this solicitation these questions/concerns must be submitted (and received by the Contracting Officer Sean Murphy) in writing no later than ten (10) calendar days prior to the closing date of the solicitation.

CLAUSES INCORPORATED BY REFERENCE

52.215-1 52.215-16

Instructions to Offerors--Competitive Acquisition Facilities Capital Cost of Money

JAN 2004 JUN 2003

CLAUSES INCORPORATED BY FULL TEXT

52.252-5

AUTHORIZED DEVIATIONS IN PROVISIONS (APR 1984)

(a) The use in this solicitation of any Federal Acquisition Regulation (48 CFR Chapter 1) provision with an authorized deviation is indicated by the addition of"(DEVIATION)" after the date of the provision.

W911QY-11-R-0008 Page 60 of 67 (48 CFR Chapter ) provision with an authorized deviation is (b) The use in this solicitation of any indicated by the addition of "(DEVIATION)" after the name of the regulation. (End of provision)

W911QY-11-R-0008 Page 61 of 67 Section M - Evaluation Factors for Award

EVALUATION CRITERIA M.1. BASIS FOR AWARD. The Government intends to make one or more awards, or none, using a firm fixed price contract to purchase the qualified Offeror’s material with options to purchase a license for Government purpose data rights or Government unlimited data rights for a period of time not to exceed 10 years. Award will be made to the best value proposal(s) based on the results of a complete and thorough Government evaluation in accordance with this section. However, the Government reserves the right to not award any contracts in the event that no proposals are considered to be in the best interest of the Government. The ultimate contract award decision will not be made by the application of a predefined formula, but rather by the conduct of a tradeoff process among the Areas identified below and by the exercise of the sound business judgment of the Contracting Officer/Source Selection Authority. Contract award will be made to the "responsible" Offerors whose proposals represent the best overall value to the Government based on the Areas and Factors set forth herein. (See FAR 9.104, which describes the standards prospective contractors, must meet to be determined “responsible”.) To receive consideration for award, overall evaluations of not less than “Acceptable" must be achieved in all Areas. An evaluation rating of "Unacceptable" at the Factor level will cause the entire Area to be evaluated as "Unacceptable," and an evaluation of "Unacceptable" at the Area level will cause the entire Proposal to be evaluated as "Unacceptable." Offerors are cautioned that award(s) may not necessarily be made to the lowest-price Offeror(s). NOTE: THE GOVERNMENT RESERVES THE RIGHT TO AWARD A CONTRACT BASED ON INITIAL SUBMISSIONS, WITHOUT EXCHANGES AND/OR DISCUSSIONS. M.2. RELATIVE ORDER OF IMPORTANCE TERMINOLGY, EVALUATION AREAS AND FACTORS Relative Order of Importance Terminology Any award(s) to be made will be based on the best overall (i.e., best value) proposal(s) that is determined to be the most beneficial to the Government, with appropriate consideration given to the five (5) areas: Technical, Management/Production Readiness, Contract/Cost/ Price, Past Performance, and Small Business Participation Plan . An evaluation of all offers will be made in accordance with the criteria set forth in the paragraphs below. In order to provide the Offeror with an understanding of the significance assigned by the Government and as required by law, the areas are assigned a relative order of importance. The following terminology is used:    Significantly More Important. The factor is substantially more important than another factor. The factor is given far more consideration than another factor. More Important. The factor is greater in value than another factor, but not as much as a significantly more important factor. The factor is given more consideration than another factor. Equal. The factor is the same in value as another factor.

The five areas and their factors are as follows: a. Area I – Technical: • Factor A. Product Demonstration Model • Factor B. Written Technical Proposal b. Area II – Management/ Production Readiness:

W911QY-11-R-0008 Page 62 of 67 • Factor A. Producibility of Print • Factor B. Manufacturability of End Item • Factor C. Licensing Requirements c. Area III – Contract/Cost/Price d. Area IV – Past Performance e. Area V - Small Business Participation Plan The Technical Area is the most important of all the areas; the Technical Area is more important than the Management/Production Readiness Area; the Management/Productin Readiness Area is significantly more important than the Contract/Cost/Price Area; the Contract/Cost/Price Area is more important than the Past Performance Area; the Past Performance Area is more important than the Small Business Participation Plan. Area I - Technical Factor A is more important than B. Area II - Management Factor A is significantly more important than B, and Factors B and C are of equal importance. To receive consideration for award, a rating of no less than “Acceptable” must be achieved for all areas. Offerors are cautioned that the award may not necessarily be made to the lowest price offered.

M.2.1. AREA 1 -- TECHNICAL The Government will evaluate the extent to which the Offeror’s written technical proposal and Product Demonstration Sample (PDS) demonstrate a sound, practical methodology for satisfying the requirements stated in the solicitation. The Offeror`s proposal will be evaluated to determine whether or not the proposed Camouflage Pattern meets or exceeds the visual performance set forth by the 7 current baseline solutions (i.e., Woodland Marine Corps pattern (MarPat), Desert MarPat, Operation Enduring Freedom (OEF) Camouflage Pattern (OCP), Area of Responsibility (AOR) 1, AOR2, BDU and DCU) and concealment / compatibility operational requirements identified in the Scope of Work in Section C of this solicitation. The Government will evaluate all submissions identically).

M.2.1.1. Factor A. Product Demonstration Sample (PDS) All items must be submitted as outlined in the Technical Proposal PDS section of this RFP (L.10. Area I, “TECHNICAL PROPOSAL”). Each PDS will be evaluated for its visual performance via a pattern-in-picture (PIP) magnitude estimation, photosimulation test. Each submission will be handled identically with regard to lighting conditions, color correlation to the terrain, etc. before rendering into the relevant background. (Details of the PDS preparation process are presented in the Army Science Conference PIP technique paper (Attachment F - ASC Paper PIP Technique.pdf)). Each woodland pattern will be evaluated for its close range, visual blending performance in both the wooded and transitional backgrounds. Each arid pattern will be evaluated for its close range, visual blending performance in both the arid and transitional backgrounds. Each transitional pattern will be evaluated for its close range, visual blending performance in the wooded, arid and transitional backgrounds. Furthermore, the uniform patterns will be evaluated in two states – with OCIE rendered atop and without OCIE rendered atop – to identify any shift in visual performance. Specifically, active duty Soldiers will evaluate the visual spectrum blending performance of all submitted and baseline patterns using a 0 to 100 scale, where 0 represents a pattern that does not blend at all with its immediate background and 100 represents a pattern that blends perfectly with its immediate background. Pattern performance (with and without OCIE) will be evaluated using the adjectival ratins found in paragraph M.5.

W911QY-11-R-0008 Page 63 of 67 The baseline patterns will be grouped in the following manner. Woodland baselines will include Woodland MARPAT, BDU and AOR2. Arid baselines will include Desert MARPAT, AOR1 and DCU. The transitional baseline will include OCP. Family performance (with and without OCIE) will be evaluated as well. Family performance will be based on weighting criteria, such that the transitional pattern performance is significantly more important that the woodland and arid pattern performances, which are equal. Family performance is rated higher than individual pattern performance. M.2.1.2. Factor B. Written Technical Proposal The Offeror`s Written Technical Proposal will be evaluated to ensure that the proposed Camouflage Pattern is mature and effective enough to be utilized by all services deployed worldwide in defense of this country. The feasibility evidence and any endorsements will be evaluated for technical feasibility. This evaluation will be completed through a review of the required submitted information, independent test data, literature, or technical specification sheets related to the performance of Camouflage included in the RFP. The Government reserves the right to test all requirements listed.

M.2.2 AREA II – MANAGEMENT/PRODUCTION READINESS M.2.2.1. Factor A. Producibility of Print The Offeror`s proposal will be evaluated to ensure the camouflage pattern can be reproduced and utilized in a production environment on all types of material currently utilized by the Army in producing combat clothing and individual equipment. Evaluation will be based on completeness of submission. M.2.2.2. Factor B. Manufacturability of End Item The Offeror’s proposal will be evaluated to determine the fabric usage requirements of each camouflage pattern submitted relative to currently issued uniform fabric usage requirements by comparing the fabric usage requirements to produce one, size large uniform for each camouflage type and one, size large set of OCIE. The manufacturability can also be viewed as fabrication efficiency or the amount of fabric waste associated with producing uniforms and PPE from this family of camouflage patterns. Printing cost estimates will be evaluated to ensure feasibility of producibility and overall ownership cost to the Government. M.2.2.3. Factor C. Licensing Requirements This section will be evaluated for any and all licensing requirements and criteria and stipulations related to future military use of this camouflage solution(s). M.2.3. Area III - Contract/Price Proposal The contract price proposal will be evaluated in accordance with FAR Part 15.305 for Fairness and Reasonableness, price competitiveness, and will not be given an adjectival or risk rating. M.2.4. Area IV - Past Performance. The Offeror's and their major subcontractor's past performance with Government and industry will be evaluated. The Government will evaluate customer satisfaction, responsiveness to customer needs, and past demonstration of meeting delivery schedules and the delivery of quality products. Emphasis will be on recent, relevant experience in the past five (5) years. Offeror’s with no relevant performance history will be given a rating of “Neutral”.

W911QY-11-R-0008 Page 64 of 67

M.2.5. Area V – Small Business Participation Plan The Offeror’s Small Business Participation Plan will be evaluated in accordance with AFARS Appendix DD. The Department of Defense (DoD) has established small business goals as an assistance to assure small business receives a fair proportion of DoD awards. The goal for this procurement are as follows (as a percentage of the total contract value):      Total Small Business: 35% Small Disadvantaged Business subcontracting goal: 3% Woman-Owned Small Business: 3% Historically Underutilized Business Zone (HUBZone) Small Business: 3% Service Disabled Veteran Owned Small Business: 3%

(Note: For example, a participation plan that reflects 5% subcontracting to a woman-owned small business, this would also count towards the overall 20% goal for total Small Business subcontracting.)

M.3. EVALUATION PROCESS The technical panel will provide a detailed evaluation and assign an adjectival and proposed risk rating for the Technical and Management Areas. The Contract/Price Proposal Area will be evaluated by the Contracting Officer in accordance with the evaluation criteria established in Area III. The Small Business Participation Plan Area will be evaluated in accordance with FAR 19.705, DFARS 219.705 and the AFARS, Appendix DD and will evaluate Small/Small Disadvantaged Business Utilization factor. This, and other factors under the Small Business Participation Plan Area, will receive an adjectival rating only. The technical panel will rate each Area and Factor by consensus for each proposal submitted and will prepare initial and final reports. If consensus is not obtainable, a minority report prepared and signed by the dissenting evaluators shall be presented to the Contracting Officer for consideration. The technical panel will evaluate proposals in accordance with the process and evaluation criteria stated herein, and will document the evaluation by providing a narrative discussion of the evaluation of each proposal in terms of the evaluation criteria and proposed strong points (strengths), weak points (weaknesses), and deficiencies. This narrative discussion will be incorporated into a report, which will be presented to the Contracting Officer to assist in the competitive range determination. Upon establishment of the competitive range, and to the extent deemed necessary at the sole discretion of the Contracting Officer, written discussion items (DIs) will be issued to remaining Offerors, using control numbers, to further investigate any weaknesses, deficiencies, or other subjects identified by the technical panel as germane to the evaluation process. These DIs are considered exchanges/discussions in accordance with FAR 15.306(d). The Contracting Officer relating to any matter that requires written revisions to a proposal for which a binding agreement is required/desired may also issue DIs. The technical panel will be responsible for briefing the Contracting Officer at all steps of the evaluation process. The Contracting Officer may delegate an initial competitive range determination, for the purposes of exchanges/negotiations in accordance with FAR 15.306(d). The technical panel shall provide its report to the Contracting Officer for a final briefing, if necessary. M.5. Technical and Management/Production Readiness Area and Factor Rating Definitions

W911QY-11-R-0008 Page 65 of 67 The following rating definitions will be utilized in the evaluation of the Technical Area and Factors (the Technical Area will be a “roll-up” of the Technical Factor ratings) and the Management/Production Readiness Area and Factors (the Management/Production Readiness Area will be a “roll-up” of the Management Factor ratings):

ADJECTIVAL RATINGS FOR TECHNICAL AND MANAGEMENT/PRODUCTION READINESS AREA and FACTORS ADJECTIVE Outstanding DEFINITION AND CRITERIA
A proposal that satisfies all of the Government’s requirements with extensive detail to indicate feasibility of the approach and shows a thorough understanding of the problems and offers numerous significant strengths, which are not offset by weaknesses, with an overall low degree of risk in meeting the Government’s requirements. A proposal that satisfies all of the Government’s requirements with adequate detail to indicate feasibility of the approach and shows an understanding of the problems and offers some significant strengths or numerous minor strengths, which are not offset by weaknesses, with an overall low to moderate degree of risk in meeting the Government’s requirements. A proposal that satisfies all of the Government’s requirements with minimal detail to indicate feasibility of the approach and shows a minimal understanding of the problems, with an overall moderate to high degree of risk in meeting the Government’s requirements. A proposal that satisfies all of the Government’s requirements with minimum detail to indicate feasibility of approach and shows a minimal understanding of the problem with an overall high degree of risk in meeting the Government’s requirement. An approach which, as initially proposed, cannot be rated Marginal because of a minor error(s), omission(s) or deficiency(ies) which is capable of being corrected without a major rewrite or revision of the proposal. NOTE: A Susceptible rating cannot be a final rating. The final rating will either increase to a rating of Marginal or better or decrease to Unacceptable. A proposal that contains a major error(s), omission(s) or deficiency(ies) that indicates a lack of understanding of the problems or an approach that cannot be expected to meet requirements or involves a very high risk; and none of these conditions can be corrected without a major rewrite or revision of the proposal.

Good

Acceptable Marginal

Susceptible to Being Made Acceptable

Unacceptable

ood M.6. Performance Risk Area Rating Definiitons. The following risk rating definitions will be utilized in the evaluation of the Past Performance Area: ADJECTIVAL RATINGS FOR PERFORMANCE RISK AREA ADJECTIVE Low Risk COLOR Blue DESCRIPTION Little doubt exists, based on the Offeror's performance record, that the Offeror can perform the proposed effort. Some doubt exists, based on the Offeror's performance record, that the Offeror can perform the proposed effort. Significant doubt exists, based on the Offeror's performance record, that

Moderate Risk High Risk

Green Red

W911QY-11-R-0008 Page 66 of 67 the Offeror can perform the proposed effort. Little or no relevant performance record identifiable; equates to an unknown risk rating having no positive or negative (i.e., neutral) evaluation significance.

Unknown Risk

Gray

M.7. Small Business Participation Plan Area Rating Definitions. The following rating definitions will be utilized in the evaluation of the Small Business Participation Plan Area:

ADJECTIVAL RATINGS FOR SMALL BUSINESS PARTICIPATION PLAN AREA EVALUATION CRITERIA Extent to which SBP Goal Rationale Supports Achievement of Successful Contract Performance Extensive & Compelling Rationale for All Proposed Goals Realism of Proposed SB Participation Goals Based on Proposal & Performance Risk

Adjectival Rating

Extent of Achievement of RFP Small Business Participation Objectives Proposed Goals Achieve or Nearly Achieve Almost all RFP Objectives Proposed Goals Achieve or nearly Achieve Most RFP Objectives, with meaningful Goals Against Remaining Objectives Meaningful Goals Proposed Against Almost all RFP Objectives Meaningful Goals Proposed Against Only Several RFP Objectives

Extent to which Corporate/Divisi on SB Participation Goals Satisfy RFP Objectives

Strengths and Weaknesses

Outstanding

Goals Achieve or Nearly Achieve Almost all RFP Objectives Goals Achieve or Nearly Achieve Most RFP Objectives, with meaningful Goals Against Remaining Objectives Meaningful Goals Against Almost all RFP Objectives Meaningful Goals Against Only Several RFP Objectives

Highly Realistic

Strengths Far Outweigh Weaknesses

Good

Substantive Rationale for Almost All Proposed Goals

Realistic

Strengths Outweigh Weaknesses

Acceptable

Marginal

Reasonable Rationale for the Majority of Proposed Goals Limited Rationale for the Majority of Proposed Goals

Somewhat Realistic

Strengths and Weaknesses are Offsetting

May Not be Realistic

Weaknesses Outweigh Strengths

W911QY-11-R-0008 Page 67 of 67 Failed to Propose Meaningful Goals Against Almost All RFP Objectives Little or No Meaningful Rationale Provided for Proposed Goals

Unacceptable

Goals Fail to Satisfy Almost all RFP Objectives

Not Realistic

Weaknesses Far Outweigh Strengths

M.8. Other Rating Definitions. DEFICIENCY. A material failure of a proposal to meet a Government requirement or a combination of significant weaknesses in a proposal that increases the risk of unsuccessful contract performance to an unacceptable level. Examples of deficiencies include a statement by the Offeror that it cannot or will not meet a requirement, an approach that clearly does not meet a requirement, or omission of data required to assess compliance with the requirement. STRENGTH. An aspect of a proposal that, when judged against a stated evaluation criterion, enhances the merit of the proposal or increases the probability of successful performance of the contract. A “significant strength” appreciably enhances the merit of a proposal or appreciably increases the probability of successful contract performance. WEAKNESS. A flaw in the proposal that increases the risk of unsuccessful contract performance. A “significant weakness” in the proposal is a flaw that appreciably increases the risk of unsuccessful contract performance. UNCERTAINTY. Any aspect of the proposal for which the intent of the Offeror is unclear because there may be more than one way to interpret the offer or because inconsistencies in the offer indicate that there may be an error, omission or mistake. Examples include a mistake in calculation or measurement and contradictory statements. M.9. Rating Structure. The non-price factors will be evaluated and rated based upon the general and specific instructions contained herein. The Price Factor will not have an adjectival rating assigned. (end of section)

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